hamiltonlane.com
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2024 HLNE Annual Report
hamiltonlane.com
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Enriching Lives.
Safeguarding Futures.
OUR MISSION & VALUES
Do the right thing
Integrity, candor and collaboration
A spirit of competition that inspires innovation
The pursuit of excellence
Promoting equity and inclusion from within
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 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
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
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 ¨
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 ¨
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
☒
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of Class A common stock held by non-affiliates of the registrant on September 29, 2023, based on the closing price of $90.44 as
reported by the Nasdaq Stock Market, was approximately $3,213.9 million.
As of May 20, 2024, there were 40,528,050 shares of the registrant’s Class A common stock and 13,664,635 shares of the registrant’s Class B common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference information from the registrant’s definitive proxy statement related to the 2024 annual meeting of
stockholders.
Table of Contents
Page
PART I
Item 1. Business
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Item 1A. Risk Factors
31
Item 1B. Unresolved Staff Comments
69
Item 1C. Cybersecurity
69
Item 2. Properties
71
Item 3. Legal Proceedings
71
Item 4. Mine Safety Disclosures
71
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
72
Item 6. [Reserved]
73
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
74
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
100
Item 8. Consolidated Financial Statements and Supplementary Data
102
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
143
Item 9A. Controls and Procedures
143
Item 9B. Other Information
143
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
144
PART III
Item 10. Directors, Executive Officers and Corporate Governance
145
Item 11. Executive Compensation
145
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
145
Item 13. Certain Relationships and Related Transactions, and Director Independence
145
Item 14. Principal Accountant Fees and Services
145
PART IV
Item 15. Exhibits and Financial Statement Schedules
146
Item 16. Form 10-K Summary
146
Signatures
152
This Annual Report on Form 10-K (“Form 10-K”) 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-K 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-K 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-K 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-K 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-K 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-K, (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.
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Cautionary Note Regarding Forward-Looking Information
Some of the statements in this Form 10-K 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 that we face, you should refer to the Summary of Risk Factors below,
the more detailed discussion of our Risk Factors included in Part I, Item 1A of this Form 10-K and 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-K 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.
Summary of Risk Factors
The following is a summary of the principal risk factors associated with investing in our Class A common
stock. You should read this summary in conjunction with the more detailed description of these risks in Part I,
Item 1A of this report under the heading “Risk Factors” and in other filings that we make from time to time
with the SEC.
We are subject to risks related to our business, including risks related to:
•
investment performance;
•
the identification and availability of suitable investment opportunities;
•
competition for investments;
•
conflicts of interest;
•
retaining our senior management team and recruiting other qualified professionals;
•
expanding our business, formulating new business strategies, entering into new geographic markets
and strategic partnerships and integrating acquired businesses with ours;
•
declines in the pace or size of fundraising;
•
our use of leverage and the dependence on leverage by certain funds, customized separate accounts
and portfolio companies and exposure to the credit risks of financial institutions;
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•
investors not satisfying their contractual obligations to fund capital calls;
•
our failure to comply with investment guidelines;
•
misconduct by our employees, advisors or third-party service providers;
•
the variability at which we receive distributions of carried interest;
•
the redemption or repurchase rights of investors in certain of our funds;
•
valuation methodologies;
•
investments in relatively high-risk, illiquid assets;
•
the business, regulatory, legal and other complexities of investment opportunities;
•
undiversified investments;
•
investments in funds and companies that we do not control;
•
investments that rank junior to investments made by other investors;
•
the growth of our business;
•
our ability to maintain our desired fee structure;
•
our risk management strategies and procedures;
•
limitations in our due diligence process;
•
our use of technology to collect and analyze data;
•
operational risks;
•
the security of our information technology networks and those of our third-party service providers;
•
compliance with data security and privacy laws and regulations;
•
claims for damages and negative publicity;
•
increasing scrutiny by clients, regulators and others on environmental, social and governance
(“ESG”) matters;
•
climate change and climate change-related regulations;
•
our business operations outside of the United States; and
•
the occurrence of a pandemic or global health crisis.
We are subject to risks related to our industry, including risks related to:
•
intense competition in the investment management industry;
•
difficult or volatile market, geopolitical and economic conditions;
•
extensive government regulation of our business by the United States and other jurisdictions; and
•
federal, state and foreign anti-corruption and sanctions laws.
We are subject to risks related to our organizational structure, including risks related to:
•
our being a “controlled company” within the meaning of the Nasdaq listing standards;
•
our dependence on distributions from HLA to pay dividends, taxes and other expenses;
•
challenges by regulators with respect to our tax treatment;
•
our obligations to make distributions to current and former members of HLA;
•
potential conflicts of interest between members of management who hold most of their economic
interest in HLA through other entities and holders of our Class A common stock;
•
the disparity in voting rights between the classes of our common stock;
•
the sale of a large number of shares of our Class A common stock or the perception that such sales
could occur;
•
our ability to pay dividends;
•
anti-takeover provisions in our charter documents and under Delaware law;
•
our certificate of incorporation’s designation of the Court of Chancery in the State of Delaware as the
exclusive venue for certain types of lawsuits;
•
being deemed an “investment company”; and
•
the potential assignment of our investment advisory agreements upon a change of control.
4
PART I
Item 1. Business
Our Company
We are a global private markets investment solutions provider with approximately $124 billion of
discretionary assets under management (“AUM”), and approximately $796 billion of non-discretionary assets
under advisement (“AUA”) as of March 31, 2024. We work with our clients to conceive, structure, build out,
manage and monitor portfolios of private markets funds and direct investments, and we help them access a
diversified set of such investment opportunities worldwide. Our clients are principally large, sophisticated,
global investors that rely on our private markets expertise, deep industry relationships, differentiated
investment access, risk management capabilities, proprietary data advantages and analytical tools to navigate
the complexity and opacity of private markets investing. While some maintain their own internal investment
teams, our clients look to us for additional expertise, advice and outsourcing capabilities. In addition to our
institutional client base, we have a growing number of non-institutional clients stemming from the private
wealth channel, which includes family offices and high-net-worth individuals, who utilize our products and
services to gain access to the private markets.
We were founded in 1991 and have been dedicated to private markets investing for over three decades.
We currently have approximately 700 employees, including 238 investment professionals, operating across 22
global offices servicing our clients throughout the world.
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 approximately $93 billion of our AUM as of
March 31, 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 approximately $32 billion of our AUM as of March 31, 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 approximately
$796 billion of AUA as of March 31, 2024.
5
•
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.
Our intermediary clients, which include registered investment advisers, enable us to provide our
investment products to an expanded range of high-net-worth individuals and family offices. Historically, this
segment of investors has had limited options for gaining exposure to the private markets. Hamilton Lane’s
private wealth platform offers this segment access to private capital and its wealth creation potential. Our
differentiators include a global platform, a range of risk/return offerings via both semi-liquid and closed-end
funds and multiple investment strategies.
We have a diversified revenue stream from a variety of client types in multiple geographic regions, with
no single client representing more than 3% of management and advisory fee revenues. For the year ended
March 31, 2024, our top 10 clients generated approximately 14% of management and advisory fee revenues,
and our top 20 clients generated approximately 22% of management and advisory fee revenues with all of our
top 20 clients having multiple allocations, products or services with us. A significant portion of our revenue
base is recurring and is based on the long-term nature of our specialized funds and customized separate
accounts as well as long-term relationships with many of our clients, providing highly predictable cash flows.
Since our inception, we have experienced consistent, strong growth, which continues to be reflected in
our more recent AUM and AUA growth. As of March 31, 2024, we had AUM of approximately $124 billion,
reflecting a 16% compound annual growth rate (“CAGR”) from March 31, 2020, and our AUM increased in
each fiscal year during this timeframe. We had approximately $796 billion of AUA as of March 31, 2024,
reflecting a 16% CAGR from March 31, 2020.
Organizational Structure
HLI was incorporated in the State of Delaware on December 31, 2007 and is a holding company with no
direct operations. Its principal asset is an equity interest in HLA. HLI serves as the managing member of HLA
and operates and controls all of HLA’s business and affairs. HLI conducted its initial public offering (“IPO”)
in 2017.
We have what is commonly referred to as an “Up-C” structure, which provides our pre-IPO owners with
the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax
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benefits for both the public company and the legacy owners (through the tax receivable agreement) when they
ultimately exchange their pass-through interests for shares of Class A common stock or, at our election, for
cash. HLI has dual-class common stock, the rights of which are described in more detail below. The below
chart summarizes our organizational structure as of March 31, 2024.
(1)
The Class B Holders, who hold Class B units of HLA, and Class C Holders, who hold Class C units of HLA, are pre-IPO owners
of our business who continue to hold their interests directly in HLA. Class B units and Class C units may be exchanged on a one-
for-one basis for shares of Class A common stock or, at our election, for cash, pursuant to and subject to the restrictions set forth
in the exchange agreement.
(2)
We hold all of the Class A units of HLA, representing the right to receive approximately 73.6% of the distributions made by
HLA. We act as the sole manager of HLA and operate and control all of its business and affairs.
Class A and Class B Common Stock
Our Class A common stock is our publicly traded stock and is listed on the Nasdaq Stock Market
(“Nasdaq”) under the symbol “HLNE”. Our Class B common stock was issued as part of a series of corporate
reorganization transactions in connection with our IPO to the holders of our Class B units, who are certain
significant outside investors, members of management and significant employee owners. There is no trading
market for our Class B common stock.
Economic Rights
Holders of Class A common stock are entitled to full economic rights, including the right to receive
dividends when and if declared by our board of directors, subject to any statutory or contractual restrictions
on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any
outstanding preferred stock.
Holders of Class B common stock are entitled to receive only the par value of the Class B common stock
upon exchange of the corresponding Class B unit pursuant to the exchange agreement. The exchange of a
Class B unit will result in the redemption and cancellation of the corresponding share of Class B common
stock.
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Voting Rights
Except as provided in our certificate of incorporation or by applicable law, holders of Class A common
stock and Class B common stock vote together as a single class. Our Class A common stock entitles the
holder to one vote per share. Our Class B common stock entitles the holder to ten votes per share until a
Sunset becomes effective. After a Sunset becomes effective, each share of Class B common stock will then
entitle the holder to one vote.
A “Sunset” is triggered by any of the following: (i) Hartley R. Rogers, Mario L. Giannini and their
respective permitted transferees collectively cease to maintain direct or indirect beneficial ownership of at
least 10% of the outstanding shares of Class A common stock (determined assuming all outstanding Class B
units and Class C units have been exchanged for Class A common stock); (ii) Mr. Rogers, Mr. Giannini, their
respective permitted transferees and employees of us and our subsidiaries cease collectively to maintain direct
or indirect beneficial ownership of an aggregate of at least 25% of the aggregate voting power of our
outstanding Class A common stock and Class B common stock; (iii) Mr. Rogers and Mr. Giannini both
voluntarily terminate their employment and all directorships with HLA and us (other than by reason of death
or, in each case as determined in good faith by our board of directors, disability, incapacity or retirement); or
(iv) the end of the fiscal year in which occurs the fifth anniversary of the death of the second to die of Mr.
Rogers and Mr. Giannini. A Sunset triggered under clauses (i), (ii) and (iii) during the first two fiscal quarters
will generally become effective at the end of that fiscal year, and a Sunset triggered under clauses (i), (ii) and
(iii) during the third or fourth fiscal quarters will generally become effective at the end of the following fiscal
year. A Sunset pursuant to clause (iv) will become effective on the occurrence of the event listed in clause
(iv), unless a Sunset is also triggered under clause (i) or (ii) that would result in an earlier Sunset, in which
case the earlier Sunset will result.
If Mr. Rogers or Mr. Giannini voluntarily terminates his employment and directorships as contemplated
by clause (iii) after the death of the other, then the Sunset will become effective on the timing set out in clause
(iii). Otherwise, a voluntary termination as to only one of them will result in a Sunset becoming effective on
the timing set out in clause (iv). Because a Sunset may not take place for some time, certain of the Class B
Holders will, by virtue of their voting control of us and the stockholders agreement described below, continue
to control us for the near future.
Our Class B common stockholders collectively hold 77.5% of the combined voting power of our common
stock. Certain of the holders of our Class B common stock who are significant outside investors, members of
management and significant employee owners have, pursuant to a stockholders agreement, agreed to vote all
of their shares in accordance with the instructions of HLA Investments, LLC (“HLAI”), our controlling
stockholder. The parties to the stockholders agreement control approximately 77.6% of the combined voting
power of our common stock. This group is therefore able to exercise control over all matters requiring the
approval of our stockholders, including the election of our directors and the approval of significant corporate
transactions.
When a Class B Holder exchanges Class B units pursuant to the exchange agreement, it will result in the
redemption and cancellation of the corresponding number of shares of our Class B common stock in exchange
for a cash payment of the par value of such shares and, therefore, will decrease the aggregate voting power of
our Class B Holders.
Business Strategy
The alternative investment industry has experienced significant and consistent growth, which we expect
to continue and contribute to our future growth in the long term. Given our leading market position and strong
reputation for investing and client service, our objective is to continue to leverage the following strategic
advantages to exceed the industry growth rate.
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Leverage our market leading position as one of the largest allocators of primary capital to the world’s
leading fund managers. Given the size and scale of the assets we manage and advise on, we are viewed as a
crucial partner to the world’s leading private markets fund managers. We believe we are one of the largest
allocators of primary capital to these fund managers and as such, have established ourselves as a trusted
partner whose relationships extend beyond just capital. Our clients benefit from this positioning by way of
unique investment opportunities and economies of scale.
Develop innovative private markets solutions. Many of our clients engage us because of our ability to
create customized programs that meet their particular investment needs and provide access to a broad
spectrum of private markets investment opportunities. We believe that a broad range of solutions across
almost every private markets asset class enables us to remain a leader in structuring private markets
investment portfolios and to continue to provide the best solutions for our existing and future clients. We
intend to continue to meet our clients’ demands for alternative investments via primary, secondary and direct
investment opportunities, which provide attractive return characteristics, as well as innovative specialized
fund products, while at the same time allowing us to benefit from economies of scale. In addition, we
continue to expand into adjacent asset classes and newer strategies, which will allow us to further broaden our
solutions capabilities, diversify our business mix and allow us to benefit from growth in private markets asset
classes. Examples of such expansion include asset classes such as private credit, infrastructure and real assets.
Strategies include investments in businesses with a focus on the core categories of environmental and/or
social impact.
Diversify and grow client base. We aim to continue to expand our relationships with existing clients and
intend to capitalize on significant opportunities in new client segments globally, such as smaller institutions
and high-net-worth individuals. We believe these investors offer an attractive opportunity to further diversify
and grow our client base because many of them have only recently begun to invest in, or increase their
allocations to, alternative investments.
Expand distribution channels. We continue to build a scalable, cost-effective global institutional sales
organization, which provides us with a strong local presence in several markets. Our sales organization
comprises our institutional client and private wealth solutions groups, which are dedicated to marketing our
services and products globally. In addition, we intend to increase our profile with influential intermediaries
that advise individual and institutional clients, particularly small and medium-sized institutions and high-net-
worth individuals and family offices. We have also entered into strategic distribution partnerships with
financial institutions in certain geographical regions and market sectors to gain access to their captive client
bases. As we continue to explore different ways to access alternative distribution channels, we are also acting
as “sub-advisor” for financial intermediaries with significant distribution strength. In this role, we perform a
range of investment services from portfolio construction to investment management, while the distribution
partner focuses on product distribution and client service. In the context of these partnerships, the distribution
partner often aims to provide its clients with products under its own brand, which we achieve by rebranding
our existing offerings or by creating customized offerings carrying the distribution partner’s name. We
anticipate increasing sub-advisory opportunities as we continue to target high-net-worth individuals and
family offices.
Identify unique technology solution providers and strategic partners that we believe can help make us
and the industry better and put our balance sheet capital behind them to form mutually-beneficial
partnerships. We view the implementation of technology into our workflows as critical to maintaining our
market-leading position in private markets. Given this status, we are often a sought-after partner for
technology-oriented businesses that are developing cutting-edge and innovative solutions that will help grow
and improve the industry. We identify and develop strategic partnerships with, and/or opportunistically seek
minority stakes in these companies and often, are either a client of these companies or share in a common
vision that will provide strategic benefits to both parties. Examples of these partnerships include Russell
Investments Group (a leading outsourced chief investment officer function), Canoe Intelligence (document
digitalization and processing), iCapital Network (high-net-worth fundraising portal), Novata (private
company ESG data collection), TIFIN (tech-enabled wealth management platform), ADDX (Singapore digital
securities exchange), CAIS (alternative investment retail platform), Stashaway (digital wealth management
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platform), Hazeltree (treasury and portfolio finance solutions), Securitize (digital/tokenized asset securities
firm), Figure (digital fund management solutions), Alta (digital marketplace for alternative investments), ID
Register Holdings Limited (investor onboarding services), Daphne Tech Holdings LLC (digital and data
infrastructure for the distribution of alternative assets) and Helix by HL (AI enabled wealth management
platform).
Expand private markets solutions and products to defined contribution, retail and similar pools of
investable assets. We believe we are pioneers in the creation, distribution, and management of products such
as specialized secondaries, direct investments and specialty credit strategies that are designed to serve defined
contribution retirement plans and similar entities. Many of our defined contribution retirement plan clients are
based outside of the United States, ranging across Australia, Europe, and Latin America, among other
geographies. While these clients tend to have lower private markets allocations than those of defined benefit
pension plans, their comfort with, interest in and allocations to private markets alternative investments have
tended to increase over time, due in part to significant advancements in the areas of private markets data and
benchmarking, where we believe we play a leading role. Therefore, we intend to continue to develop, market
and manage investment solutions and products specifically aimed at helping these investors create
appropriately structured private markets alternatives programs.
Expand globally. We have substantially grown our global presence, both in terms of clients and
investments, by expanding our international offices as well as our client presence. We have established offices
throughout the world, from which we serve major institutional clients and review and commit capital to
established local private markets funds on behalf of our clients. Our aim is to continue expanding our global
presence through further direct investment in personnel, development of client relationships and increased
investments with, and direct investments alongside, established private markets fund managers.
We believe that many institutional investors outside the United States are currently underinvested in
private markets asset classes and that capturing capital inflows into private capital investing from non-U.S.
global markets represents a significant growth opportunity for us. We think that investors from developing
regions will increasingly seek branded multi-capability alternative investment managers with which to invest.
We believe that geographically and economically diverse non-U.S. investors will require a highly bespoke
approach and will demand high levels of transparency, governance and reporting. We have seen this pattern
developing in many places, including Europe, the Middle East, Latin America, Australasia, Japan, South
Korea, Southeast Asia and China, and have positioned ourselves to take advantage of it by establishing local
presences with global investment capabilities in these regions.
We believe we are particularly well-placed to pursue the opportunities arising from increased allocations
among institutional investors and the rapid wealth creation globally among high-net-worth individuals
because of our strong brand recognition, multi-office resources, experienced team of investment professionals
and comprehensive suite of products and services.
Leverage proprietary databases and analytics to enhance our existing service offerings and develop
new products and services. When compared to more liquid investment areas, the private markets industry is
characterized by the limited availability and inconsistency of quality information. We believe that the general
trend toward more transparency and consistency in private markets reporting will create new opportunities for
us. We intend to use the advantages afforded to us by our proprietary databases, analytical tools and deep
industry knowledge to drive our performance and provide our clients with customized solutions across private
markets asset classes. We expect that our data and analytical capabilities will play an important role in
continuing to differentiate our products and services from those of our competitors.
Investment Types
We provide our clients access to private markets investment opportunities diversified across financing
stages, geographic regions and industries through the investment types described below.
•
Primary Investments. Primary investments are investments in private markets funds at the time the
funds are initially launched. The investments take the form of a capital commitment, where the fund
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will call capital from investors over time as investments are made. At the time we commit capital to a
fund on behalf of our specialized funds or customized separate accounts, the investments that the fund
will make are generally not known and investors typically have very little or no ability to influence
the investments that are made during the fund’s investment period. Primary funds usually have a
contractual duration of between 10 and 15 years, with the capital typically deployed over a period of
four to six years. For advisory and customized separate account clients, our investment
recommendations and decisions are designed to achieve specific portfolio construction and return
objectives mutually developed by us and the clients. Subject to specific client investment guidelines,
we rarely invest in “first time” funds unless the management team has previously worked successfully
together and built a credible and impressive track record.
•
Secondary Investments. The private secondary market is a non-regulated private market in which
buyers and sellers directly negotiate the terms of transactions. The secondary market has grown
dramatically in the last 20 years and today provides a reliable liquidity option for owners of private
markets interests across the entire spectrum of strategies as well as attractive buying opportunities for
secondary investors. Institutional investors utilize the secondary market for strategic portfolio
rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing
liquidity when facing cash constraints. As private markets have evolved, so too have the needs and
objectives of both limited partners and general partners. Today, the secondary market extends beyond
purchases of existing limited partner interests and now includes a number of liquidity solutions that
include, but are not limited to, continuation funds, single-asset purchases and strip sales.
•
Direct investments. Direct investments (formerly referred to as “co-investments”) are direct equity or
credit investments alongside private markets funds in underlying portfolio companies. This strategy
aims to partner with leading fund managers to invest capital directly into the companies, generally on
the same terms as the lead general partner. Our direct investment strategy starts with actively
soliciting the managers of private markets funds in which we have made investments to offer our
specialized funds and customized separate accounts all direct investment opportunities that may arise
from their investment operations.
The investment team analyzes and considers each deal to select those opportunities that best suit
the direct investment funds’ investment objectives and create an appropriate diversity of investment
type, industry, geography and manager. We generally make direct investments on a parallel basis with
the private markets funds and managers leading the investments, by purchasing similar securities on
similar terms with exit provisions that allow the direct investment funds through which we invest to
realize their investments at the same time and on a pro rata basis.
Investment Process and Monitoring
Our investment team is generally organized by investment type (primary, secondary and direct
investment). The direct investment team is further specialized with separate teams that focus on equity or
credit. We also have a specialized team that analyzes all investment types related to real assets opportunities.
Our evergreen investment team utilizes the same investment process and allocation priority as our
institutional single-strategy funds. Lastly, our portfolio management group draws upon data analysis to form
views at the industry level. Each of these teams, with the exception of private market analytics, has its own
discrete investment committees, although there is significant overlap among committee members.
Regardless of the investment type or strategy, our investment process remains generally consistent,
detailed and thorough from sourcing to closing. Throughout the years, we have invested heavily and
prioritized the ability to share data and information efficiently amongst all of our investment teams. The teams
leverage our technology systems to guide the investment decision process.
Each of our investment teams incorporates an investment committee that is composed of select senior
professionals from the organization who collectively review, opine and make the ultimate decision as to the
opportunities in which we will invest. Our operational due diligence (“ODD”) team is empowered with
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separate voting rights on each of the firm’s fund investment opportunities, which means that we will only
proceed with investments that are approved by both our investment committee and our ODD team. Each
review completed by our ODD team results in a full report documenting each risk area and any existing
mitigating factors, our recommendations to each manager and our proprietary risk-rating system. As
investments are approved by the relevant investment committees, our portfolio management group utilizes
portfolio construction methodologies as it deems appropriate to analyze the portfolios of all clients currently
investing and submits a proposed allocation to the chief compliance officer or his designee for review and
approval. On at least a quarterly basis, the allocation committee will review the materials presented by the
portfolio management group to determine that the allocations among clients are fair and reasonable, were
made in accordance with our contractual obligations and fiduciary duties to our clients and are consistent with
our allocation policies. The allocation committee is composed of senior professionals throughout the
organization, including the chief risk officer.
We have worked to institutionalize our approach to responsible investment. Since 2008, we have been a
signatory to the UN-backed Principles for Responsible Investment (“PRI”). Responsibility for oversight,
strategy and guidance on ESG rests with our Responsible Investment Committee (“RIC”), which includes
senior members of the firm. RIC members are also present at every investment committee meeting to monitor
investment compliance. Today, we integrate ESG into our due diligence processes, taking ESG issues into
account when making investment decisions. We employ a proprietary rating system that seeks to benchmark
the fund managers with whom we invest to ESG best practices, which means that the standards we expect
from our general partners are continuously increasing. Included in our overall approach to ESG is our ongoing
focus on diversity, equity and inclusion (“DE&I”), both at the general partner and underlying portfolio
company level. For more information on ESG and our investment process, see “—Corporate Social
Responsibility” below.
Assets Under Management and Advisement
As of March 31, 2024, we had total AUA and AUM of approximately $921 billion, of which $124 billion
represents discretionary AUM from our customized separate accounts and specialized funds, and $796 billion
represents non-discretionary AUA managed on behalf of our advisory accounts. Our AUM and AUA have
distinctive terms and fee arrangements, and therefore are presented separately in this section.
AUM
Our AUM, as presented in this Form 10-K, comprise the assets associated with our customized separate
accounts and specialized funds. AUM does not include the assets associated with our distribution
management services. We classify assets as AUM if we have full discretion over the investment decisions in
an account. We calculate our AUM as the sum of:
(1) the net asset value (“NAV”) of our clients’ and funds’ underlying investments;
(2) the unfunded commitments to our clients’ and funds’ underlying investments; and
(3) the amounts authorized for us to invest on behalf of our clients and fund investors but not committed
to an underlying investment.
Management fee revenue is based on a variety of factors and is not linearly correlated with AUM.
However, we believe AUM is a useful metric for assessing the relative size and scope of our asset
management business.
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Our AUM has grown from approximately $69 billion as of March 31, 2020 to approximately $124 billion
as of March 31, 2024, representing a CAGR of approximately 16%. The following chart summarizes this
growth.
(As of the fiscal year end March 31)
$ (Billions)
AUM
$54
$69
$83
$85
$93
$15
$19
$24
$27
$32
Customized Separate Accounts
Specialized Funds
2020
2021
2022
2023
2024
$0
$25
$50
$75
$100
$125
AUA
Our AUA comprise assets from clients for which we do not have full discretion to make investments in
their account. We generally earn revenue on a fixed fee basis on our AUA client accounts for services
including asset allocation, strategic planning, development of investment policies and guidelines, screening
and recommending investments, monitoring and reporting on investments and investment manager review
and due diligence. Advisory fees vary by client based on the amount of annual commitments, services
provided and other factors. Since we earn annual fixed fees from the majority of our AUA clients, the growth
in AUA from existing accounts does not have a material impact on our revenues. However, we view AUA
growth as a meaningful benefit in terms of the amount of data we are able to collect and the degree of
influence we have with fund managers.
Assets related to our advisory accounts have increased from approximately $434 billion as of March 31,
2020, to approximately $796 billion as of March 31, 2024, representing a CAGR of approximately 16%. Our
AUA clients are predominately large institutional investors, with 49% of AUA related to public pension funds
and 30% related to sovereign wealth funds. Our AUA is diversified across geographies with approximately
41% derived from clients based outside of the United States.
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The following chart summarizes the growth of our AUA since fiscal year 2020.
(As of the fiscal year end March 31)
$ (Billions)
AUA
$434
$631
$795
$745
$796
2020
2021
2022
2023
2024
$0
$100
$200
$300
$400
$500
$600
$700
$800
Diversification of Assets
Given our goal of achieving strong investment returns and portfolio diversification for clients,
investments are made across multiple private markets sub-asset classes, including corporate finance/buyout,
growth equity, venture capital, senior credit, mezzanine, distressed debt, real estate, real assets, infrastructure
and other special situation funds (e.g., industry-focused funds and multi-stage funds). Because we have a
considerable volume of investment opportunities globally, we selectively invest not only across sub-asset
classes, but also across all major geographic regions, including North America, Europe, Asia, Australasia,
Latin America, the Middle East and Africa.
Fee-Earning Assets Under Management
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 or 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.
As of March 31, 2024, our fee-earning AUM was approximately $66 billion compared to $124 billion in
AUM. The difference is due primarily to $40 billion of discretionary AUM earning a flat fee or fee on number
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of funds for which we categorize revenue as advisory and reporting. This was partially offset by a decrease of
$3 billion of fee-earning AUM from customized separate accounts clients with non-discretionary AUA. The
remaining $21 billion is non fee-earning AUM, which includes accounts that earn fees as discretionary AUM
is invested or considered active as well as accounts past their fee-earning period.
The following chart summarizes the growth of our fee-earning AUM since fiscal year 2020.
(As of the fiscal year end March 31)
$ (Billions)
Fee-Earning AUM
$25
$26
$31
$35
$38
$14
$16
$18
$23
$28
Customized Separate Accounts
Specialized Funds
2020
2021
2022
2023
2024
$0
$10
$20
$30
$40
$50
$60
$70
* Amounts may not foot due to rounding
Our Clients
Our client base primarily comprises 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 we offer a
highly customized, flexible service, we are equipped to provide investment services to clients of all sizes and
with different needs, internal resources and investment objectives. Our clients include prominent investors
located throughout the world. 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.
As of March 31, 2024, our client and investor base included over 1,800 institutions and intermediaries
and is broadly diversified by type, size and geography. Our intermediary clients enable us to provide our
investment products to an expanded range of high-net-worth individuals and family offices. We have a
diversified revenue stream from a variety of client types in multiple geographic regions, with no single client
representing more than 3% of management and advisory fee revenues. Approximately 60% of our fiscal 2024
management and advisory fee revenues came from clients based outside of the United States. A significant
portion of our revenue base is recurring and, based on the long-term nature of our funds as well as long-term
relationships with many of our clients, provides highly predictable cash flows. For the year ended March 31,
2024, our top 10 clients generated approximately 14% of management and advisory fee revenues, and our top
20 clients generated approximately 22% of management and advisory fee revenues.
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Sales and Marketing
Our client and private wealth solutions groups consists of a global employee base located strategically
throughout the world that allows us to have a local presence in many markets and be closer to our clients. We
intend to grow our global sales force as we seek to continue to build our client base and pursue growth
opportunities in less developed private equity markets such as Asia and Australia. See “—Business Strategy.”
The execution of our marketing strategy relies primarily on our own business development group, which
historically has generated the substantial majority of our new client engagements. To enhance our access to
markets where we do not currently have a local presence or that are dominated by captive client relationship
models, we selectively engage highly respected third-party organizations to market our products and services.
For example, we selectively use third-party distributors in Asia and Latin America.
Our client and private wealth solutions groups are responsible for identifying and contacting prospective
clients for our products and services. Our sales professionals also work directly with consultants and financial
advisers that advise smaller and medium-size institutional investors and high-net-worth individuals, who often
rely on advice in the alternative investment area. Following the initial round of meetings and presentations,
prospective advisory and customized separate account clients and specialized fund investors that wish to learn
more about us often visit our offices with a team to conduct in-depth due diligence of our firm. Our sales
professionals lead this process, coordinate meetings, and continue to be the prospective client’s principal
contact with us through the decision-making process.
Client Service
Our client service group includes employees located strategically throughout the world. At the beginning
of the engagement for each advisory account and customized separate account, a relationship manager is
assigned as the principal contact person with that client. The relationship managers take primary
responsibility for working with the clients to design their strategic plans and to implement those plans in
accordance with investment guidelines agreed to by us and the clients. The relationship managers work
directly with our allocation committee to ensure that all investment opportunities that are appropriate for their
clients are considered. The relationship managers communicate and meet regularly with their clients to
discuss potential investments that we are currently considering, funds expected to be raised in the next 12
months, the current status of the clients’ portfolios, investment strategies and overall market conditions.
Within the client service group, our client operations group is dedicated to tracking and reporting on
primary investments, secondary investments and direct investments that we manage for our clients. This
group also uses the services of third-party administrators and analysts, particularly with respect to specialized
funds. We maintain a disciplined investment monitoring process designed to adapt portfolio allocation to
enhance returns in our advisory and customized separate account portfolios, as well as in our specialized
funds. Once a primary or secondary investment is closed, we have frequent conversations with private
markets fund managers, hold periodic in-person meetings (conditions permitting) and attend annual meetings
and advisory board meetings. This process generally is led by members of the investment team but also
includes members of the relationship management team as well as other members of the senior management
team. We have active advisory board seats on behalf of our clients and participate on numerous valuation
committees.
Our team of professionals closely follows the activities and investments in clients’ portfolios. The team
measures adherence to the stated strategies and limited partnership agreement terms. The team is in regular
contact with fund managers, which allows for early detection of potential issues and timely development of
constructive recommendations.
We actively track and report on each investment and on overall portfolios. We provide clients with
comprehensive and customized quarterly and annual reports. iLevel, our online, interactive client reporting
platform, affords clients always available, secure, internet-based access to their portfolios. Clients can
download timely information on cash flows, adjusted valuations, adjusted capital account schedules,
16
underlying portfolio company information and other data provided by private markets fund managers or
developed internally by our in-house reporting team.
Fees and Other Key Contractual Terms
Customized Separate Accounts
We enter into written contracts with each of our customized separate account clients. Within agreed-upon
investment guidelines, we generally have full discretion to buy, sell or otherwise effect investment
transactions involving the assets in the account, in the name and on behalf of the client, although in some
cases certain clients have the right to veto investments. Our discretion generally includes decisions related to,
among other matters: voting securities; entering into, amending and terminating contracts; commencing,
settling or discontinuing claims or actions; exercising options, conversion or subscription rights; whether to
join, dissent from or oppose the reorganization, recapitalization, liquidation, merger, sale, mortgage, pledge or
lease of any securities or other property constituting a part of the committed capital; depositing the committed
capital with any protective, reorganization or similar committee and paying expenses of such committees and
assessments on deposits with them; entering into brokerage accounts in the name of the client; and generally
taking or refraining from taking any other action related to the investment or reinvestment of the committed
capital. The discretion to invest committed capital generally is subject to investment guidelines established by
our clients or by us in conjunction with our clients.
Fees. While the specific terms of our contracts vary significantly from client to client, generally our
customized separate account clients are charged asset-based fees annually on committed or net invested
capital and/or net asset value. 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. For
some customized separate accounts, we charge clients annual fixed fees, and, in certain cases, we earn an
incentive fee or carried interest based on realized gains, particularly when the investment strategies include
secondary investments and direct investments. 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, and therefore we also receive incentive fees or carried interest based
on realized gains of investments in our specialized funds and/or management fees under the terms of such
funds. 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.
Duration and Termination. Customized separate account contracts have varying durations of up to 12
years or indefinite terms, and typically can be terminated by our clients for any reason generally upon 30 to
90 days’ notice or can only be terminated for specified reasons. Some contracts provide for termination on
shorter or longer notice. Some contracts provide for penalty fees to be paid to us if termination occurs before
the end of the stated term in the absence of cause. For contracts that provide for incentive fees based on
realized gains, we typically retain the right to continue receiving those fees after termination with respect to
existing investments at time of termination. See “Risk Factors—Risks Related to Our Business—Customized
separate account and advisory account fee revenue is not a long-term contracted source of revenue and is
subject to intense competition” included in Part I, Item 1A of this Form 10-K.
Structure. Our customized separate accounts are often structured through contractual arrangements
involving an investment management agreement between us and the client. Alternatively, we will establish a
separate investment vehicle, generally structured as a limited partnership with the client as the sole limited
partner and a wholly owned subsidiary of HLA as the general partner. Such limited partnerships are typically
formed in Delaware or a non-U.S. jurisdiction, such as the Cayman Islands or Luxembourg, in accordance
with the client’s specifications. In certain cases, we have formed investment vehicles utilizing other forms,
including Delaware limited liability companies, Cayman unit trusts and/or Luxembourg companies. Our
capital commitment to such an investment vehicle is generally 1% of total capital commitments but in certain
cases may be higher or lower. We manage these investment vehicles under an investment management
17
agreement between the investment vehicle entity and us, and we manage all aspects of the vehicles, utilizing
the services of third parties as needed, including administrators and custodial banks.
Specialized Funds
Since 1997, we have sponsored primary funds, secondary funds, direct investment funds, strategic
opportunities funds, social and environmental impact funds and Small Business Investment Company funds.
The terms of each fund vary. We have described below the key terms of these funds.
In addition, we sponsor funds designed to provide investors periodic liquidity, which primarily invest in
secondaries and direct investments (the “evergreen funds”). One evergreen fund is marketed to investors
outside of the United States, and in the United States, we offer a similar vehicle for U.S. investors, which is
registered under the Securities Act and as an investment company under the Investment Company Act of
1940, as amended (the “Investment Company Act”). Additionally, we sponsor a credit-focused evergreen
fund on a private placement basis, primarily outside of the United States, and we may offer additional
evergreen funds in the future with other specialized strategies.
Capital Commitments. Investors in our specialized funds, other than the evergreen funds, generally make
commitments to provide capital at the outset of a fund and deliver capital when called upon by us, as
investment opportunities become available and to fund operational expenses and other obligations. The
commitments are generally available for investment for three to six years, during what we call the investment
period. However, our strategic opportunities funds have one- to two-year investment periods. We typically
have invested the capital committed to our funds, other than our strategic opportunities funds, over a three- to
five-year period. Investors in the evergreen funds fund their investment at the time of subscription, and the
proceeds may be invested by the funds at any time.
Structure. We conduct the management of our specialized funds, other than the evergreen funds,
primarily through structures in which limited partnerships (or series thereof) organized by us accept
commitments or funds from investors. The investors become limited partners in the funds and a separate
entity that we form and control acts as the general partner. Our capital commitment to the fund is generally
1% of total capital commitments. HLA, which we refer to as the “Manager”, generally serves as the
investment manager of our funds, including the evergreen funds. The Manager is registered as an investment
advisor under the Investment Advisers Act of 1940 (the “Investment Advisers Act”). Responsibility for
helping a fund’s general partner with all aspects of the day-to-day operations of the fund generally is
delegated to the Manager pursuant to an investment management agreement. The material terms of our
investment management agreements relate to the scope of services to be rendered by the Manager to the
applicable funds and certain rights of termination. The funds themselves do not register as investment
companies under the Investment Company Act, in reliance on exemptions from such registration other than as
described with respect to the evergreen funds.
The Manager generally makes all decisions concerning the making, monitoring and disposing of
investments pursuant to authority delegated by the specialized fund’s general partner. The investors in the
funds take no part in the conduct or control of the business of the funds, have no right or authority to act for or
bind the funds and have no influence over the voting or disposition of the securities or other assets held by the
funds. These decisions are made by us as the Manager, typically in our sole discretion pursuant to authority
delegated by the general partner, subject to the investment limitations set forth in the agreements governing
each fund. The limited partners often have the right to remove the general partner for cause or effect an early
dissolution by supermajority vote, or in certain cases by a simple majority vote. In addition, the governing
agreements of our funds typically require the suspension of the investment period if, depending on the fund,
between two and ten designated principals of the Manager cease to devote sufficient professional time to or
cease to be employed by the Manager, often called a “key person event”, or in connection with certain other
events discussed under “—Duration, Redemption and Termination.” See “Risk Factors—Risks Related to our
Business—Our ability to retain our senior management team and attract additional qualified investment
professionals is critical to our success” included in Part I, Item 1A of this Form 10-K.
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Management Fees. We earn management fees 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 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 net asset value. In the case of certain funds, we charge
management fees on capital commitments, with the management fee increasing during the early years of the
fund’s term and declining in the later years. Management fees for certain funds are discounted based on the
amount of the limited partners’ commitments, whether the limited partner commits early in the offering
period or if the limited partners are investors in our other funds. Management fees would be offset in the
event that any monitoring, consulting, investment banking, advisory, transaction, directors’ or break-up or
similar fees are paid to the fund’s general partner, the Manager or any of their affiliates or principals.
Incentive Fees. 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.
The incentive fees charged by our specialized funds are generally referred to as “carried interest.” Our
primary funds invest the majority of their capital in other private markets funds on a primary basis, and
certain of our primary funds earn carried interest on these investments. To the extent that our primary funds
also directly make secondary investments and direct investments, they generally earn carried interest equal to
a fixed percentage of net profits, subject to a compounded annual preferred return in respect of those
investments. Carried interest from these primary funds is earned on a “full return” basis when all invested
capital and the applicable preferred return has been received or on a “deal-by-deal” basis when all capital
invested and the applicable preferred return has been received either on all realized investments or on each
individual investment.
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, subject to a compounded
annual preferred return that varies based on fund type. In our secondary funds, we generally earn carried
interest on a full-return basis. In the case of certain of our direct investment funds, strategic opportunity funds
and evergreen funds other than our credit-focused evergreen fund, we earn carried interest on a deal-by-deal
basis.
If, upon the final distribution of any of our specialized funds from which we earn carried interest, we and
our affiliates have received cumulative carried interest in excess of the amount to which we would be entitled
from the profits calculated for such investments in the aggregate, or if the limited partners have not received
distributions equal to those to which they are entitled, the carried interest recipient will typically return such
part of any carried interest to the limited partners as is necessary to ensure that they receive the amounts to
which they are entitled, less taxes on the carried interest. We refer to these provisions as “clawbacks.” Most of
our funds that provide for carried interest require a full return of capital and expenses to investors before any
carried interest is paid to us, which minimizes the risk of a clawback obligation.
Performance 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 are based on a fixed percentage of net profits, subject to a compounded annual preferred
return that varies by account. We do not generally recognize performance fees unless the risk of clawback or
reversal is not probable.
Duration, Redemption and Termination. Our specialized funds, other than our strategic opportunities
funds and evergreen funds, generally terminate 10 to 14 years after either the first or last date on which a
limited partner is admitted to the fund, or, in the case of certain funds, terminate on a specified anniversary
date. Our main primary, secondary and direct investment funds have an average term of approximately 12
years. Certain of our strategic opportunities funds terminate five years after the last date on which a limited
partner may be admitted to the fund. Our funds are generally subject to extension for up to two years at the
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discretion of the general partner and thereafter if consent of the requisite majority of limited partners or, in
some cases, the fund’s advisory committee is obtained. Our evergreen funds do not have a fixed term.
Interests in our specialized funds, other than our evergreen funds, are not subject to redemption prior to
termination of the funds. Termination or dissolution of the funds and the suspension of their investment
periods, however, can generally be accelerated upon the occurrence of certain customary events, including
key person events, bankruptcy and similar events and the occurrence of fraud, willful malfeasance or gross
negligence and other similar events. Such funds also may be terminated upon the affirmative vote, depending
on the fund, of 75% to 85% of the total limited partner interests entitled to vote.
Advisory Services
We enter into written contracts with each of our advisory services clients. Advisory service clients are
generally charged 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. We generally do not earn incentive fees based on advisory contracts.
Our advisory services contracts have various durations ranging from one year to indefinite terms. A
number of our advisory service contracts have initial terms of approximately three years and then renew at the
end of the initial term automatically or at the client’s option unless terminated earlier. Advisory contracts can
typically be terminated by our clients for any reason upon short notice, generally 30 to 90 days, although
some contracts provide for termination on shorter or longer notice or can only be terminated for specified
reasons. Advisory contracts with governmental pension plans typically are subject to a renewal process
involving our submission of information in response to a request for proposal (“RFP”) issued by the client.
We submit extensive, detailed information pursuant to the RFP procedures, usually on a confidential basis,
often in competition with other investment advisors bidding on the contract. In these cases, we generally do
not know the identity of the other bidders or the substance of their proposals. The RFP procedures prohibit
communications between bidders and the issuer of the RFP relating to the proposals during the bidding
process.
Clients of our Cobalt LP technology product are generally charged an annual subscription fee, which
includes provisions for renewal, or notice of cancellation generally at least 60 days prior to renewal, and
escalation of fees for an increasing number of users. In some circumstances, we may waive or offset the
Cobalt LP subscription fee for clients who pay management fees to us for other services.
Distribution Management
We enter into written contracts with each of our distribution management clients, including our
specialized funds. These clients engage us to manage the liquidation of publicly traded securities that they
receive as distributions from funds in which they are investors. Our agreements provide for either “managed
liquidation” where the securities are sold within 90 days after distribution or “active management” where the
securities may be sold over a longer period.
Distribution management clients are charged basis point fees on either the net proceeds received from the
sale of their securities or the aggregate amount of a client’s managed assets and vary depending on whether
the account is for managed liquidation or active management services. Alternatively, active management
clients may elect an incentive fee structure under which they are charged an asset-based fee plus an incentive
fee based on net realized and unrealized gains and income net of realized and unrealized losses. The incentive
fee is then credited to a notional account, and we are entitled to a fixed percentage of any positive balance in
the notional account on an annual basis. The remaining portion of any positive balance in the notional account
is carried forward to the following year. If the incentive fee calculation results in a negative amount in a given
year, that amount is applied to reduce the balance in the notional account. We are not required to repay any
negative balance in the notional account.
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Distribution management contracts have varying durations, some with indefinite terms, and typically can
be terminated by our clients for any reason generally upon 30 to 90 days’ notice. Some contracts provide for
termination on shorter or longer notice.
Competition
We compete in all aspects of our business with a large number of asset management firms, commercial
banks, broker-dealers, insurance companies and other financial institutions. With respect to our specialized
funds, we primarily compete with the alternative asset management businesses of a number of large
international financial institutions and established local and regional competitors based in the United States,
Europe and Asia, including managers offering funds-of-funds, secondary funds and direct investment funds in
the private markets. Our principal competition for customized separate accounts is mostly other highly
specialized and independent private markets asset management firms. We compete primarily in the advisory
services area of the business with firms that are regionally based and with a select number of large consulting
firms for whom private markets investments is only one, often small, portion of their overall business.
In order to grow our business, we must be able to compete effectively to maintain our existing client base
and attract additional clients in advisory services, customized separate account and specialized fund areas of
the business. Historically, we have competed principally on the basis of the factors listed below:
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Global access to private markets investment opportunities through our size, scale, reputation and
strong relationships with private markets fund managers;
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Brand recognition and reputation within the investing community;
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Performance of investment strategies;
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Quality of service and duration of client relationships;
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Ability to provide a cost effective and comprehensive range of services and products; and
•
Clients’ perceptions of our independence and the alignment of our interests with theirs created
through our investment in our own products.
The asset management business is intensely competitive, and in addition to the above factors, our ability
to continue to compete effectively will depend upon our ability to attract highly qualified investment
professionals and retain existing employees.
Intellectual Property
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. We
believe that the “Hamilton Lane” trade name, logos and website are material to our operations.
Legal and Compliance
Our general counsel reports to Erik Hirsch, one of our co-chief executive officers. Our attorneys are
embedded in our corporate legal and investment legal teams. Most of our customized separate account clients,
certain of our advisory clients and our specialized funds rely on us to review, analyze and negotiate the terms
of the documents relating to primary, secondary and direct investments. Working together with our
investment teams, our attorneys, using outside law firms as needed, negotiate directly with fund managers and
deal sponsors and their counsel the terms of all limited partnership agreements, subscription documents, side
letters, purchase agreements and other documents relating to primary, secondary and direct investments. Our
attorneys also review and make recommendations regarding amendments and requests for consents presented
by the fund managers from time to time. In addition, our legal team is responsible for preparing, reviewing
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and negotiating all documents relating to the formation and operation of our specialized funds to investors in
the United States. We utilize the services of outside counsel as we deem necessary.
Our compliance team is led by our chief compliance officer, who reports to our chief operating officer.
Our chief compliance officer has day-to-day management responsibility for the compliance team. The
compliance team is responsible for overseeing and enforcing our policies and procedures relating to
compliance with the Investment Advisers Act and related rules and regulations and our code of ethics, as well
as the compliance policies and procedures and laws and regulations that apply to our non-U.S. subsidiaries
and operations. In addition, the compliance team is responsible for all regulatory matters relating to Hamilton
Lane Securities LLC, our Securities and Exchange Commission (“SEC”)- and Financial Industry Regulatory
Authority (“FINRA”)-registered broker-dealer affiliate through which we offer interests in our specialized
funds.
Risk Management
Our enterprise risk management committee (“ERM committee”) monitors the adequacy and effectiveness
of the firm’s risk management processes, including the identification, assessment, management, mitigation
and reporting of risks that may affect the firm’s global business operations, financial performance and
reputation. The ERM committee’s primary purpose is to seek to ensure that an effective risk management
framework is in place, monitor risk-related activities on an ongoing basis, and opine on issues involving
material conflicts of interest. The committee is composed of the chief operating officer, who is also our chief
risk officer, general counsel, chief financial officer, chief compliance officer, chief technology officer, head of
investments, and head of client legal. The ERM committee meets on a quarterly and as-needed basis.
Regulatory Environment
Our business is subject to extensive regulation in the United States at both the federal and state level.
Under these laws and regulations, the SEC and relevant state securities authorities have broad administrative
powers, including the power to limit, restrict or prohibit an investment advisor from carrying on its business if
it fails to comply with such laws and regulations. Possible sanctions that may be imposed include the
suspension of individual employees, limitations on engaging in certain lines of business for specified periods
of time, revocation of investment advisor and other registrations or licenses, censures and fines.
SEC Regulation
HLA is registered as an investment advisor with the SEC. As a registered investment advisor, it is subject
to the requirements of the Investment Advisers Act, and the rules promulgated thereunder, as well as to
examination by the SEC’s staff. The Investment Advisers Act imposes substantive regulation on virtually all
aspects of our business and our relationships with our clients. Applicable requirements relate to, among other
things, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective compliance
program, incentive fees, solicitation arrangements, allocation of investments, conflicts of interest, advertising,
recordkeeping, reporting and disclosure requirements. The Investment Advisers Act regulates the assignment
of advisory contracts by the investment advisor. The SEC is authorized to institute proceedings and impose
sanctions for violations of the Investment Advisers Act, ranging from fines and censures to termination of an
investment advisor’s registration. The failure of HLA to comply with the requirements of the Investment
Advisers Act or the SEC could have a material adverse effect on us.
Most of our customized separate accounts and specialized funds are not registered under the Investment
Company Act because they fall outside the scope of the Investment Company Act or qualify for an exemption
thereunder.
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ERISA-Related Regulation
Some of our specialized funds are treated as holding “plan assets” as defined under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), as a result of investments in those funds by
benefit plan investors. By virtue of its role as investment manager of these funds, HLA is a “fiduciary” under
ERISA with respect to such benefit plan investors. ERISA and the Internal Revenue Code of 1986, as
amended (the “Code”), impose certain duties on persons that are fiduciaries under ERISA, prohibit certain
transactions involving benefit plans and “parties in interest” or “disqualified persons” to those plans, and
provide monetary penalties for violations of these prohibitions. With respect to these funds, HLA relies on
particular statutory and administrative exemptions from certain ERISA prohibited transactions, which
exemptions are highly complex and may in certain circumstances depend on compliance by third parties
whom we do not control. The failure of HLA or us to comply with these various requirements could have a
material adverse effect on our business.
In addition, with respect to other investment funds in which benefit plan investors have invested, but
which are not treated as holding “plan assets,” we and HLA rely on certain rules under ERISA in conducting
investment management activities. These rules are sometimes highly complex and may in certain
circumstances depend on compliance by third parties that we do not control. If for any reason these rules were
to become inapplicable, we and HLA could become subject to regulatory action or third-party claims that
could have a material adverse effect on our business.
Foreign Regulation
We provide investment advisory and other services and raise funds in a number of countries and
jurisdictions outside the United States. In many of these countries and jurisdictions, which include the
European Union (“EU”), the European Economic Area (“EEA”), the individual member states of each of the
EU and EEA, Australia, Canada, China, Hong Kong, Israel, Japan, Mexico, Singapore, South Korea,
Switzerland and the United Kingdom (“U.K.”), we and our operations, and in some cases our personnel, are
subject to regulatory oversight and requirements. In general, these requirements relate to registration, licenses
for our personnel, periodic inspections, the provision and filing of periodic reports, and obtaining
certifications and other approvals. Across the EU, we are subject to the European Union Alternative
Investment Fund Managers Directive (“AIFMD”) requirements regarding, among other things, registration for
marketing activities, the structure of remuneration for certain of our personnel and reporting obligations.
Individual member states of the EU have imposed additional requirements that may include internal
arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and
security of depository and custodial requirements.
The application of some of these requirements and regulations to our business changed with the exit of
the U.K. from the EU (“Brexit”), which became official in January 2020. For example, our subsidiaries that
are authorized and regulated by the U.K. Financial Conduct Authority no longer have “passporting” privileges
under certain EU directives, such as the AIFMD and the Markets in Financial Instruments Directive II
(“MiFID II”), which certain of our specialized funds and customized separate accounts relied upon for access
to markets throughout the EU. In preparation for this, we engaged with third-party alternative investment fund
managers (“AIFM”) based in Luxembourg to replace, prior to Brexit, our U.K.-based AIFM for our funds and
certain customized separate accounts for the EU. We have also obtained a MiFID II license for one of our
EU-based (non-U.K.) subsidiaries to replace the MiFID II license held by our U.K.-based subsidiary, which is
no longer valid after Brexit.
Employees
Our Culture and Focus on Diversity, Equity, Inclusion & Belonging
Fostering a diverse, equitable and inclusive environment is core to our corporate mission to enrich lives
and safeguard futures, and we leverage our status as a global leader in the private markets to promote
diversity and inclusion to the benefit of employees, clients, the community and our industry overall. Our
organization is focused on doing the right thing, acting with integrity, pursuing excellence in all that we do
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and promoting equity and inclusion from within. This starts with a commitment to our employees to create a
workplace environment where they can thrive both professionally and personally, and where our employees
feel comfortable bringing their whole selves to the workplace. Any employee found to have exhibited any
inappropriate conduct or behavior against others will be subject to disciplinary action, up to and including
termination.
Our Diversity, Equity, Inclusion & Belonging (“DEI&B”) Council aims to raise awareness about the
importance and benefits of fostering an inclusive work environment and culture. We know that smart teams
do great things, but diverse teams can do truly incredible things, and the way to affect change is to help create
it. This is articulated in one of our corporate values, “Promoting Equity and Inclusion from Within.”
We are guided by a genuine belief that in order to diversify and, therefore, improve the composition of
our asset class, we must advocate for, educate and include underrepresented candidates early and often. Our
partnerships with organizations such as Girls Who Invest, Women Societies Alliance, SEO, Heights
Philadelphia, Big Brothers Big Sisters and Philadelphia Financial Scholars, as well as initiatives aimed at
expanding our recruiting efforts at diverse colleges and universities, the Hamilton Lane Women’s Exchange
(“HLWE”), our annual Undergraduate Women’s Private Equity Summit and our Emerging Talent Program,
are a testament to this belief.
In addition to our recruiting and retention efforts, we recognize that a true commitment to diversity
requires a proactive and multi-faceted approach. We have multiple employee-led programs designed to help
our colleagues with skill development, career progression and work-life balance, as well as to facilitate open
dialogues around important topics such as race, inclusion and social justice. We empower our people to come
together to share experiences, culture and perspectives so that we can support each other. Employee resource
groups and community action groups allow for our people to unite around a common goal of uplifting our
colleagues and our communities around us.
We believe that our strong culture is a key factor driving our success in developing and maintaining high-
quality relationships with current/prospective employees, clients, prospects, business partners and the
communities within which we live and work. With approximately 700 employees worldwide as of March 31,
2024, we are proud that our culture has been recognized annually for the last 12 years by Pensions &
Investments magazine, a leading investment publication, as a “Best Place to Work in Money Management”
since the inception of the list in 2012. In addition, we have been recognized by the Central Penn Business
Journal as a “Best Place to Work in Pennsylvania,” also for the last 12 consecutive years. Most recently,
Hamilton Lane was named to Forbes’ inaugural Financial All-Stars list in 2023.
At Hamilton Lane, we remain fully committed to DEI&B. We are proud of our organization’s history of
embracing and championing diversity. Our success is because of our people – our colleagues across the globe
who bring their authentic selves to work every day. Together, we believe diverse perspectives lead to
informed decisions designed to benefit our clients, our employees and our competitive edge.
Talent Acquisition and Retention
Our Human Resources department, in close collaboration with our DEI&B Council, has implemented a
core set of competencies and practices that equip employees with the knowledge and skills to create a
supportive environment for all. This program centers around four pillars (recruiting/retention, education,
employee resource groups and external partnerships) that collectively lay the foundation that ensures that
Hamilton Lane remains a place that is inclusive of everyone, seeking to ensure that no individual feels
excluded or marginalized.
We are committed to enhancing our DEI&B initiatives, emphasizing the importance of community and
inclusivity as core values. The firm recognizes that our people are the essence of Hamilton Lane, and aims to
ensure that every individual feels included and valued. The DEI&B program is designed to celebrate and
leverage the diversity of its team members, acknowledging their unique perspectives as critical to the firm’s
success. The goal is to create an environment where differences drive innovation and growth, fostering a
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culture of belonging and communal harmony. This program is not merely a set of initiatives but a reflection of
Hamilton Lane’s identity and aspirations, striving to build a firm where every person, regardless of
background or identity, feels like an integral part of a shared journey.
As of March 31, 2024, 53% of our employees were women or ethnically underrepresented professionals
and 49% of investment team roles were held by women or ethnically underrepresented professionals.
“Ethnically underrepresented” means employees who self-identify based on race or ethnicity in the country of
the employee’s principal office location. As of March 31, 2024, approximately 42% of our employees were
women and 32% of senior leadership roles were held by women.
Employee Engagement
In addition to our recruiting and retention efforts, we recognize that a true commitment to diversity
requires a proactive and multi-faceted approach. We have multiple employee-led programs designed to help
our colleagues with skill development, career progression and work-life balance, as well as to facilitate open
dialogues around important topics such as race, inclusion and social justice. Furthermore, employees have the
opportunity to participate in our formal Mentoring Program, which is designed to help less tenured employees
foster relationships with more experienced colleagues and/or peers in different departments with the goal of
enhancing professional and personal development and growth.
In addition to formalizing a DEI&B strategy with clear objectives and aspirations for increasing the
diversity of our workforce, we have recently focused on a number of other human capital initiatives. In
support of our DEI&B strategy, we launched the Hamilton Lane Emerging Talent Internship program,
designed to introduce women and ethnically underrepresented students to Hamilton Lane and to the
opportunities in the private markets.
Our employees are empowered to organize efforts, with the support of the DEI&B Council and the
broader firm, to create affinity and action groups. Today, we are proud to support the work of our employee
resource groups (HLWE – Women’s exchange for women+ employees, HLPride – for LGBTQIA+ and allies,
HLHome – black, indigenous, and other people of color affinity group, HLinAction – volunteerism and
charitable giving opportunities, HLGreen – promoting sustainability and HLWell – fostering personal
wellness).
Compensation and Benefits
In order to make working at Hamilton Lane an attractive proposition for current and prospective
employees, we have developed a comprehensive total rewards compensation program. The elements of this
program are designed to recognize and reward individual performance and recognize contributions that align
with and drive positive business results. We believe that a compensation system that incentivizes actions that
grow stockholder value closely aligns our employees with the interests of our stockholders. To further align
their interests with those of investors in our funds, certain of our employees also have the opportunity to make
investments in certain of our funds.
We offer a market-based mix of compensation elements, including:
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base salary;
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annual discretionary incentive bonuses consisting of both cash and equity;
•
long-term equity incentives;
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a carried interest plan; and
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competitive health, wellness, retirement and work/life benefits.
The particular mix and weighting of elements varies depending on the functional area and level of
seniority within our organization. We adjust the individual elements of compensation as needed to effectively
compete for talent in the jurisdictions in which we do business and to comply with local law. We believe a
blend of variable and longer-term components further attracts and incentivizes talent, provides an overall
compensation package that is competitive with the market and encourages retention of top performers.
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Our benefits include 16 weeks of fully paid parental leave plus one additional week to be used on
demand, regardless of gender identity, lactation and milk shipping services, assisted reproductive technology
and adoption support, back-up child, elder and self-care, workplace flexibility, mental health services and a
number of financial wellness benefits including educational assistance, a student loan refinancing and
repayment program, commuter benefits and our Employee Share Purchase Plan, as amended, through which
employees can purchase shares of our Class A common stock at a discounted price.
Corporate Social Responsibility
For more than 30 years, Hamilton Lane has proudly helped our clients and their beneficiaries achieve
more financially secure futures. We believe responsible and sustainable investing is a global business
imperative and is key to building long-term value in a rapidly changing and increasingly complex world.
Many nations, communities and individuals are demanding that companies prioritize ESG issues, as well as
advance more diverse, equitable and inclusive workplaces. Investment sectors cannot afford to sit on the
sidelines of these issues, and that certainly holds true for the private markets.
As a global leader in our asset class, Hamilton Lane has consistently been at the forefront of industry
changes, often helping to influence and drive them. And our commitment to responsible and sustainable
investing practices is no exception. In fact, one needs to look no further than our mission statement – we
enrich lives and safeguard futures – to see that the notion of investing responsibly is core to our culture and
values. To accomplish this, we are committed to selecting investment partners who we believe share our
values and those of our clients. Responsible investing makes good business sense as it integrates the desire for
reducing risk with the goal of creating better outcomes for all stakeholders.
Our Continued Commitment to ESG & Sustainability Issues
Hamilton Lane has long been focused on ESG issues, and has been formally including ESG in our final
investment reports since 2010. Our RIC was established in 2012, and each of our investment teams factor
ESG considerations into their investment processes. We raised our first dedicated Impact Opportunities Fund
in 2019 and launched our second Impact Opportunities Fund in 2021, with each fund seeking to make direct
investments in businesses with a focus on environmental and social impact. Educating our internal teams
remains a core pillar of our approach to sustainability and responsible investing. We work with each
investment team to learn, educate, discuss and integrate best practices across functional areas, including due
diligence, investment memoranda development, monitoring and reporting.
We have a dedicated sustainability team whose responsibilities include supporting the broader firm with
insights and solutions seeking to evolve and develop our sustainability and impact programs, as well as our
ESG risk management practices, in line with client needs and industry best practices. Our sustainability team
partners across Hamilton Lane, influencing and contributing to activities such as sustainable investing,
sustainable portfolio construction, risk management, post-investment management and monitoring, reporting,
client solutions and compliance, among others. In addition, we intend to continue to develop our investment
team integration as it relates to ESG and sustainability topics with the goals of enhancing collaboration,
broadening the scope of coverage, and increasing participation across our investment business. We are
actively growing our dedicated sustainability team and resources.
As a financial services company, the majority of our emissions stem from purchased energy to run our
offices and business travel. We calculate our carbon footprint based on our Scope 1, 2, and 3 emissions,
excluding financed emissions, and have committed to carbon neutrality for our operations going back to 2019.
We have partnered with a climate and sustainable development expert, Climate Impact Partners, to offset the
emissions of our calendar 2019 - 2021 operations, we are currently working toward offsetting emissions from
our calendar 2022 operations, and we are collecting data necessary to calculate our calendar 2023 emissions.
The partnership seeks to offset carbon dioxide emissions by supporting projects with third-party verified
carbon credits as well as societal benefit. We have historically supported a wind power project in India, two
world-leading clean cooking projects in Bangladesh and Ghana and the Aqua Clara water filter project in
Kenya. This water filter project reduces emissions by removing the current practice of using fire to boil and
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clean water and promotes health, safety and improved quality of life within the population. Since 2022, we
have worked with a third party on data verification and calculation of our carbon footprint before purchasing
offsets. We received a carbon neutral certification from Climate Impact Partners for our calendar 2021
operations. We are also exploring multiple avenues to reduce our carbon intensity in line with the Task Force
on Climate-Related Financial Disclosures (“TCFD”) recommendations.
We have also made a pledge to reach net-zero emissions by 2050 or sooner across all discretionary assets
under management. As an important first step towards this goal, we became a signatory to Initiative Climate
International (“iCI”) in 2022. iCI is affiliated with PRI and is composed of a platform of leading private
equity investors dedicated to understanding and reducing carbon emissions of private equity-backed
companies. It was founded to help ensure the private equity industry plays its part in meeting the goals of the
Paris Agreement on Climate Change (the “Paris Agreement”). Its members commit to active engagement with
portfolio companies to manage and reduce emissions and to promote sustainability.
Our corporate headquarters in Conshohocken, Pennsylvania, a suburb of Philadelphia, was awarded a
Silver LEED (Leadership in Energy and Environmental Design) certification as well as a Fitwel certification.
The LEED certification demonstrates the value we place on locating our headquarters in an energy and
resource-efficient building. The Fitwel certification demonstrates our commitment to the health and wellness
of our employees. We incorporated ESG considerations into our design and furnishing choices, the office
offers spaces designated for personal wellness, mental health and well-being and employee connectivity, and
we have taken steps to reduce paper and single-use plastics consumption and other waste. HL Green, an
employee-led initiative formed in 2019, plans to continue researching and advising on opportunities for the
firm to engage employees in practices that help protect the environment and promote sustainability both in the
office and beyond.
In 2021, we partnered with a consortium of investors to form Novata, a public benefit corporation created
to provide a technology platform that helps private equity firms and private companies navigate the complex
ESG landscape. The platform simplifies the process for selecting ESG reporting metrics, provides a secure
database to collect and store data and enables its users to make informed investment decisions and report to
key stakeholders using insights and analytics tools. We worked with Novata to digitize our fund ESG
diligence questionnaire and our annual ESG/DE&I survey, both of which we are now issuing through
Novata’s platform. We are also issuing data collection for impact key performance indicators and other non-
financial metrics across selected products through Novata and seek to explore the buildout of further use
cases.
In 2023, we became signatories to the ESG Data Convergence Initiative, an organization with the goal of
creating a critical mass of meaningful, performance-based ESG data from private companies by converging
on a standardized set of ESG metrics for private markets. The standard will allow general partners and
portfolio companies to benchmark their current positions and generate progress toward ESG improvements,
while enabling greater transparency and more comparable portfolio information for limited partners and
investment managers. In our role as investment manager, we will encourage the general partners with whom
we work to use this framework.
Safeguarding Futures
At Hamilton Lane, we take seriously our goal of generating strong investment returns for our clients and
their beneficiaries, while incorporating ESG and sustainability principles into our investing practices. Our
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long-standing focus on ESG and sustainability issues has been reinvigorated in part because of the growing
importance such practices have for our clients and our own genuine commitment to responsible investing.
Investing Responsibly
Hamilton Lane’s RIC was established in 2012 and is responsible for oversight, strategy and guidance on
all ESG matters, including our ESG policy. Our longstanding RIC shows the importance of responsible
investing and effective ESG risk management at Hamilton Lane. The RIC meets regularly to determine
relevant updates to our corporate ESG policy and to ensure continued thought development on ESG policy.
RIC members are also present at every investment committee meeting to monitor investment compliance with
the corporate ESG policy. The RIC meets separately when an investment has significant ESG risk and/or
when compliance with corporate ESG policy is not straightforward. Further, the RIC meets to approve all
investments that are considered for Hamilton Lane’s impact funds.
We fully integrate ESG into all of our investment due diligence processes and utilize third-party risk
rating and identification metrics to understand the geographic, social and environmental risks across
industries and investments. As part of our standard process, we rate general partners based on their approach
and integration of ESG, the risk profile of their track record and the risk profile of the proposed strategy,
helping our clients understand how their general partners are performing while also allowing us to identify the
areas in which to engage with the general partners. Our proprietary rating system seeks to benchmark general
partners to best practices, which means that the standards we expect from our general partners are
continuously increasing. In 2022, we continued to embed ESG throughout our due diligence processes,
including the integration of ESG earlier in our process, through the inclusion of tracking EU Sustainable
Finance Disclosure Regulation (“SFDR”) Articles and other ESG factors in our screening and meeting
memoranda. Further, we have enhanced our proprietary ESG Organizational Rating Framework as an
extension of the ESG rating system, comprised of 23 variably weighted ESG-related questions. General
partners are ranked on a scale of one to five to produce an aggregated organizational ESG score.
Included in our overall approach to ESG is our ongoing focus on diversity and social inclusion both at the
general partner and underlying portfolio company level. This process is both qualitative and quantitative, and
final recommendations are based on whether an investment satisfies both parts of the process. Further, we
work with both general partners and our clients to help them develop their own ESG policies and procedures,
as necessary. By incorporating ESG factors across our investment process and increasing the level of
available information, we are aiming to help our clients better understand and meet their responsible investing
objectives. We use our best efforts not to invest discretionary capital in companies that operate in excluded
sectors. Post-investment, we monitor general partners and their developing portfolios and direct investment
portfolio companies to ensure adherence to ESG policies and commitments. We have implemented
technology solutions to actively monitor ESG incidents in products and client portfolios. This new technology
allows us to become aware of ESG risks sooner and engage our investment teams and the general partners
with whom we have invested, depending on a materiality assessment. We have procedures in place for our
evergreen and closed-end products for materiality evaluation, escalation and engagement, and have developed
procedures with respect to several discretionary client portfolios. To further increase our monitoring of ESG
metrics, Hamilton Lane began issuing our detailed annual ESG/DE&I survey to all managers with whom we
have invested discretionary capital as an annual exercise in 2020, so our teams can assess whether managers
are meeting their ESG goals year over year, and where they may be lagging. This provides another avenue for
potential engagement to improve ESG integration in the industry. We ultimately seek to standardize ESG
reporting capabilities across our platform.
At Hamilton Lane, we guide our team to take a materiality approach to risk assessment pre-investment,
outlining core risks and attributes of each investment to our investment committee, including those related to
ESG. We seek to partner with managers who are managing and mitigating ESG risk within their investment
practices rather than excluding entire sectors from our investment remit. However, special consideration and
enhanced scrutiny are given to investments in areas with potentially higher ESG risks, such as mining, fossil
fuel production, deforestation, alcohol, gambling and companies with operations in regions with a history of
ESG abuses.
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We aim to highlight material risks in our pre-investment assessments and generally have not prescribed a
defined list of investment criteria given our broad investment coverage; however, we have outlined some
sensitivities to guide our investment teams. As it relates to environmental risks, we are sensitive to topics
such as greenhouse gas emissions, pollution, natural resource consumption and waste management. As it
relates to social risks, we are sensitive to topics such as board composition, employee diversity, workplace
conditions, supply chain practices, consumer protections and broader societal impacts. As it relates to
governance, we are sensitive to topics such as ownership structures, voting rights, compensation, accounting
practices, and processes for dealing with conflicts of interest.
As we evolve, we will continue to review and revisit our approach. While we do not anticipate changing
our broad views around the importance of responsible investing and taking a materiality approach within our
underwriting process, we may evolve our policies and procedures as it relates to our sensitivities and
exclusions and guidance to our investment teams on handling them. Today, given the risks they pose to our
planet and collective well-being, we do not directly invest through our discretionary capital in thermal coal,
oil sands, or non-sustainable forestry practices. Given the risks they pose to our neighbors around the world,
we do not directly invest through our discretionary capital in companies that derive revenue from or support
controversial weapons (defined as chemical/biological, nuclear, cluster munitions and landmines), abusive
lending practices, pornography, animal cruelty, child labor, human trafficking or forced labor.
Our approach to impact investing moves beyond our integrated ESG procedures and targets investments
that have intentionality around non-financial environmental or social goals. We place emphasis on measurable
and reportable impact through a variety of matrices. The same rigorous underwriting, shared intelligence, data
and resources are utilized across Hamilton Lane’s investment and research activities, but with a view towards
impact. From initial ESG screening to monitoring and reporting, the impact assessment is overseen by the
RIC. The impact assessment consists of an initial impact screening, full impact due diligence and post-close
monitoring and reporting of identified impact metrics.
Furthermore, we have been a signatory to the PRI since 2008 and also helped develop the PRI Limited
Partners’ Responsible Investment Due Diligence Questionnaire.
In 2023, we became a member of the Responsible Investment Association Australasia (“RIAA”), which
champions responsible investing and a sustainable financial system in Australia and New Zealand. RIAA is
dedicated to ensuring capital is aligned with achieving a healthy society, environment and economy.
Environmental Best Practices
Climate change and environmental degradation are among the largest challenges that face the investment
industry and humanity as a whole. A purely exclusionary approach is not sufficient to solve these problems,
but rather a holistic one is required. On behalf of our clients, we will seek to invest meaningfully into climate
solutions and areas where we and our investment partners can drive significant de-carbonization and will
endeavor to invest in the fossil fuel production sector only through managers who realize and are working to
de-risk these assets in ways aligned with the Paris Agreement. Additionally, we seek to avoid oil and natural
gas-related assets (upstream, midstream, or downstream) unless the general partner or deal sponsor has
indicated a full understanding of the climate-related risks involved, and has adopted a comprehensive ESG
policy that includes the ability to measure and report on climate-related risks and mitigation efforts being
undertaken in the portfolio. We expect to expand this to other carbon intensive sectors in the future.
We seek to identify managers that incorporate environmental best practices or who have shown
significant progress towards industry best practices through our request-for-information process and annual
ESG/DE&I surveys. We recognize that risks vary by sector and deal and understand a suitable environmental
risk mitigation strategy will depend on the associated risks of the manager’s investment focus.
Social Best Practices
Hamilton Lane has long prioritized both our internal diversity efforts across our global teams and the
health of the communities in which we invest and operate. In early 2021, we became a signatory to the
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Diversity in Action Initiative of the Institutional Limited Partners Association (“ILPA”). This effort focuses
on foundational actions that limited partner and general partner organizations are taking to advance DE&I,
both internally and throughout the industry more broadly. In 2022, we partnered with Ownership Works, a
nonprofit organization that works with companies and investors to provide all employees with the opportunity
to build wealth through equity, and Mario Giannini, one of our executive co-chairmen, serves on its board of
directors. Also in 2022, we officially became a member of the National Association of Investment
Companies, the largest network of diverse-owned private equity firms and hedge funds. We are a member
firm of Out Investors, a global network with a mission to make the investing industry more welcoming for
LGBTQ professionals.
In addition, we seek to partner with managers who share our dedication to these issues and exhibit
progress towards industry best practices, which we assess through our request-for-information process and
annual ESG/DE&I survey.
We also seek to invest in diverse organizations and partner with managers who share a commitment to
DE&I. As of December 31, 2023, we invested $10.5 billion in discretionary and advisory capital to diverse
funds over the two years prior to that date, with a diverse manager being one where there is 25% or more
diversity in at least two of the following four categories: ownership level, carried interest, investment
committee or investment team.
Available Information
Our website is located at www.hamiltonlane.com, and the Shareholders page of our website is located at
http://ir.hamiltonlane.com. We are subject to the informational requirements of the Exchange Act and file or
furnish reports, proxy statements and other information with the SEC. Our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in
beneficial ownership and amendments to those reports are available for free on the Shareholders page of our
website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC.
We webcast our earnings calls and certain events we participate in or host with members of the
investment community on the Shareholders page of our website. Additionally, we provide notifications of
news or announcements regarding our financial performance, including SEC filings, investor events, press
and earnings releases as part of the Shareholders page of our website. Investors and others can receive
notifications of new information posted on the Shareholders page of our website in real time by subscribing to
email alerts. We also make certain corporate governance documents available on the Shareholders page of our
website, including board committee charters and our code of conduct and ethics.
The contents of our websites are not incorporated by reference into this Form 10-K or in any other report
or document we file with the SEC, and any references to our websites are intended to be inactive textual
references only.
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Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-K, you should carefully consider the
following factors, which could materially affect our business, financial condition or results of operations. The
risks described below are not the only risks that we face. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may negatively affect our business, financial
condition or results of operations.
Risks Related to Our Business
The historical performance of our investments should not be considered as indicative of the future
results of our investments or our operations or any returns expected on an investment in our Class A
common stock.
Past performance of our specialized funds and customized separate accounts or the investments that we
recommend to our advisory clients is not necessarily indicative of future results or of the performance of our
Class A common stock. An investment in our Class A common stock is not an investment in any of our
specialized funds or customized separate accounts. In addition, the historical and potential future returns of
specialized funds and customized separate accounts that we manage are not directly linked to returns on our
Class A common stock. Therefore, you should not conclude that continued positive performance of our
specialized funds, customized separate accounts or the investments that we recommend to our advisory clients
will necessarily result in positive returns on an investment in our Class A common stock. However, poor
performance of our specialized funds or customized separate accounts could cause a decline in our revenue,
and could therefore have a negative effect on our performance and on returns on an investment in our Class A
common stock.
The historical performance of our funds should not be considered indicative of the future performance of
these funds or of any future funds we may raise, 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 NAV of the funds’
investments, including unrealized gains, which may never be realized;
•
our historical returns derive largely from the performance of our earlier funds, whereas future
fund returns will depend increasingly on the performance of our newer funds or funds not yet
formed;
•
our newly established funds may generate lower returns during the period that they initially
deploy their capital;
•
in recent years, there has been increased competition for investment opportunities resulting from
the increased amount of capital invested in private markets alternatives and high liquidity in debt
markets, and the increased competition for investments may reduce our returns in the future;
•
the performance of particular funds also will be affected by risks of the industries and businesses
in which they invest; and
•
we may create new funds that reflect a different asset mix and new investment strategies, as well
as a varied geographic and industry exposure, compared to our historical funds, and any such new
funds could have different returns than our previous funds.
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The success of our business depends on the identification and availability of suitable investment
opportunities for our clients.
Our success largely depends on the identification and availability of suitable investment opportunities for
our clients, and in particular the success of funds in which our specialized funds, customized separate
accounts and advisory accounts invest. The availability of investment opportunities will be subject to market
conditions and other factors outside of our control and the control of the private markets fund managers with
which we invest. Past returns of our specialized funds, customized separate accounts and advisory accounts
have benefited from investment opportunities and general market conditions that may not continue or reoccur,
including favorable borrowing conditions in the debt markets, and there can be no assurance that our
specialized funds, customized separate accounts, advisory accounts or the underlying funds in which we
invest will be able to avail themselves of comparable opportunities and conditions. There can also be no
assurance that the private markets funds we select will be able to identify sufficient attractive investment
opportunities to meet their investment objectives. Further, the due diligence investigations we conduct before
recommending investments to our clients may not uncover all facts relevant to the suitability of such
opportunities. See “—The due diligence process that we undertake in connection with investments may not
reveal all facts that may be relevant in connection with an investment” for more information on the risks we
face in connection with the due diligence process.
Competition for access to investment funds and other investments we make for our clients is intense.
We seek to maintain excellent relationships with general partners and managers of investment funds,
including those in which we have previously made investments for our clients and those in which we may in
the future invest, as well as sponsors of investments that might provide direct investment opportunities in
portfolio companies alongside the sponsoring fund manager. However, because of the number of investors
seeking to gain access to investment funds and direct investment opportunities managed or sponsored by the
top performing fund managers, there can be no assurance that we will be able to secure the opportunity to
invest on behalf of our clients in all or a substantial portion of the investments we select, or that the size of the
investment opportunities available to us will be as large as we would desire. Access to secondary investment
opportunities is also highly competitive and is often controlled by a limited number of general partners, fund
managers and intermediaries.
Customized separate account and advisory account fee revenue is not a long-term contracted source of
revenue and is subject to intense competition.
Our revenue in any given period is dependent on the number of fee-paying clients and corresponding
level of AUM/AUA in such period. Our customized separate account and advisory account business operates
in a highly competitive environment where typically there are no long-term contracts. While clients of our
customized separate account and advisory account businesses may have multi-year contracts, many of these
contracts are terminable upon 30 to 90 days’ advance notice to us. We may lose clients as a result of a change
in ownership, control or senior management, a client’s decision to transition to in-house asset management
rather than partner with a third-party provider such as us, competition from other financial advisors and
financial institutions, changes to their investment policies and other causes. Isolated departures have occurred
in the past but have not had a material impact on our business. Moreover, a number of our contracts with state
government-sponsored clients are secured through such government’s mandated procurement process, and are
subject to periodic renewal. If multiple clients were to exercise their termination rights or fail to renew their
existing contracts and we were unable to secure new clients or maintain our levels of AUM/AUA, our
customized separate account and advisory account fees would decline materially. A significant reduction in
the number of fee-paying clients and/or AUM/AUA levels in any given period could reduce our revenue and
materially and adversely affect our business, financial condition and results of operations.
Our failure to deal appropriately with conflicts of interest could damage our reputation and materially
and adversely affect our business.
As we expand the scope of our business, we increasingly confront potential and actual conflicts of interest
relating to our advisory and investment management businesses. For example, we may recommend that
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various advisory clients invest in specialized funds managed by us. Additionally, allocating investment
opportunities appropriately frequently involves significant and subjective judgements, and the risk that
allocation decisions could be challenged as inconsistent with our obligations under applicable law, governing
fund agreements or our own policies cannot be eliminated. It is possible that actual, potential or perceived
conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. As a
registered investment advisor, we owe our clients a fiduciary duty and are required to provide disinterested
advice. Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be
damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of
interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material
adverse effect on our reputation, which could materially and adversely affect our business in a number of
ways, including an inability to raise additional funds, attract new clients or retain existing clients.
We have obligations to investors in our specialized funds and customized separate accounts and may
have obligations to other third parties that may conflict with your interests.
Our subsidiaries that serve as the general partners of or advisors to our specialized funds and customized
separate accounts have fiduciary and contractual obligations to the investors in those funds and accounts, and
some of our subsidiaries may have contractual duties to other third parties. As a result, we may take actions
with respect to the allocation of investments among our specialized funds and customized separate accounts
(including funds and accounts that have different fee structures), the purchase or sale of investments in our
specialized funds and customized separate accounts, the structuring of investment transactions for those
specialized funds and customized separate accounts, the advice we provide or other actions in order to comply
with these fiduciary and contractual obligations. In addition, because many of our senior management and
other professionals hold their economic interests in us through HLA and certain of its affiliates, which are not
subject to U.S. federal and state entity-level income taxes, and our Class A common stockholders hold their
interests through Hamilton Lane Incorporated, which is subject to entity-level taxation as a corporation in the
United States, conflicts relating to the selection and structuring of investments or other matters may arise
between senior management and our other professionals, on the one hand, and the Class A stockholders of
Hamilton Lane Incorporated, on the other hand.
Our ability to retain our senior management team and attract additional qualified investment
professionals is critical to our success.
Our success depends on our ability to retain our senior management team and to recruit additional
qualified investment, sales and other professionals. The individuals that comprise our senior management
team possess substantial experience and expertise and, in many cases, have significant relationships with
certain of our clients. Accordingly, the loss or prolonged absence of any one of our senior management team
or other key personnel could adversely affect certain client relationships, reduce our productivity or limit our
ability to successfully execute our investment strategies, which, in turn, could have a material adverse effect
on our business, financial condition and results of operations. Senior managing directors have left the firm in
the past and others may do so in the future, and we cannot predict the impact that the departure of any senior
managing director will have on our ability to achieve our investment objectives. In addition, given recent
regulatory developments, we may be unable to enforce the non-competition agreements we have in place with
the majority of our employees, and there is no guarantee that our other arrangements with our employees,
such as our non-solicitation agreements, will be enforceable or will prevent our employees from leaving,
joining our competitors or otherwise competing with us. In order to retain and attract qualified investment
professionals, 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, which could cause our total employee compensation and benefits expense as a percentage of our total
revenue to increase and adversely affect our profitability. However, we may not be successful in our efforts,
as the market for investment professionals is extremely competitive. In addition, the governing agreements of
our specialized funds typically require the suspension of the investment period if, depending on the fund,
between two and ten designated members of our senior management team cease to devote sufficient
professional time to or cease to be employed by HLA, often called a “key person event,” or in connection
33
with certain other events. Any change to our senior management team could materially and adversely affect
our business, financial condition and results of operations.
We intend to expand our business and may formulate new business strategies or enter into new
geographic markets or strategic partnerships, which may result in additional risks and uncertainties in our
business.
We currently generate substantially all of our revenue from asset management and advisory services.
However, we have and intend to continue to grow our business by offering additional products and services,
by formulating new business strategies, by entering into, or expanding our presence in, new geographic
markets and by entering into selected strategic partnerships and corporate investments. These activities have
and could continue to increase our operational costs and subject us to new laws and regulations with which
we are not familiar, or from which we are currently exempt, which may lead to increased litigation and
regulatory risk. For example, we have recently undertaken business initiatives to reach an increasing number
of retail investors in the United States and around the world, which exposes us to greater levels of risk,
including heightened litigation, regulatory enforcement and reputational risks. The distribution of retail
products, including through new channels (such as tokenization and digital securities exchanges), whether
directly or through market intermediaries, can be complex and could expose us to allegations of improper
conduct and/or actions by regulators within and outside the United States with respect to, among other things,
product suitability, investor classification, compliance with securities laws, conflicts of interest and the
adequacy of disclosure to customers to whom our products are distributed through those channels. To the
extent distribution of our retail or other products is through third-party distributors with whom we engage, we
may not be able to effectively monitor or control the manner of their distribution, which could result in claims
that products distributed through such channels are distributed to customers for whom they are unsuitable or
that they are distributed in an otherwise inappropriate manner. We are exposed to the risks of reputational
damage and legal liability to the extent such third parties we engage, whom we do not control, improperly sell
our products to investors. This risk increases as the number of third-party distributors increases.
In addition, our evergreen funds contain terms that permit investors to request redemption or repurchase
of their interests on a periodic basis and, subject to certain limitations, include limits on the aggregate amount
of such interests that may be redeemed or repurchased in a given period. Challenging market or economic
conditions and liquidity needs could cause elevated redemption or repurchase requests from investors in such
products, which can limit the amount of such redemption or repurchase requests that are fulfilled. Such
limitations may subject us to reputational harm and may make such vehicles less attractive to investors, which
could have a material adverse effect on the cash flows of such vehicles. This may in turn negatively impact
the revenues we derive from such vehicles. For more information on the risks associated with our evergreen
funds, see “—The exercise of redemption or repurchase rights by investors in our evergreen funds may
adversely affect our revenues.”
To the extent we introduce new types of investment structures, products or services, we will face
numerous risks and uncertainties, including risks associated with the possibility that we have insufficient
expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, that we do
not have the required investment of capital and other resources and that we could potentially lose clients due
to the perception that we are no longer focusing on our core business. Further, the expansion into new
geographies and strategies (including making products available on the blockchain and through tokenization
and digital securities exchanges) has demanded greater management attention and dedication of resources to
manage the increasing complexity of operations and regulatory compliance, thereby increasing the risk of
litigation and regulatory enforcement actions being brought against us. Our initiatives to expand our retail
investor base, including outside of the United States, requires the investment of significant time, effort and
resources, including the hiring of additional personnel, the implementation of new operational, compliance
and other systems and processes and the development or implementation of new technology. There is no
assurance that our efforts to further grow the assets we manage on behalf of retail investors will be successful.
We have and will continue to provide resources to foster the development of new product offerings and
business strategies by our investment professionals and launch successor and related products, such that our
34
new strategies seek to achieve a level of scale and profitability. To raise new funds and pursue new strategies,
we have and expect to continue to use our balance sheet capital to warehouse seed investments, which may
decrease the liquidity available for other parts of our business. If a new strategy or fund does not develop as
anticipated or our balance sheet assets cease to provide adequate liquidity, we may be forced to realize losses
or become limited in our ability to seed new funds or strategies or support existing ones as currently
contemplated. Further, we have from time to time and intend to continue to explore opportunities to grow our
business via acquisitions, partnerships, investments or other strategic transactions and have and may continue
to use our balance sheet capital to do so. There can be no assurance that we will successfully identify,
negotiate or complete such transactions, that any completed transactions will produce favorable financial
results or that we will be able to successfully integrate an acquired business with ours. Further, our strategic
initiatives include the acquisition of minority interests in third parties, in which case we will be subject to
additional risks and uncertainties in that we may be dependent upon, and subject to liability for, losses or
reputational damage relating to, systems, controls and personnel that are not under our control.
In addition, certain aspects of our cost structure, such as costs for compensation, occupancy leases,
communication and information technology services, and depreciation and amortization are largely fixed, and
we may not be able to timely adjust these costs to match fluctuations in revenue related to growing our
business. If we are unable to efficiently manage our expanded operations, our business, financial condition
and results of operations could be materially and adversely affected.
A decline in the pace or size of fundraising or investments made by us on behalf of our specialized
funds or customized separate accounts may adversely affect our revenues.
The revenues that we earn are driven in part by the amount of capital committed by our clients for
investment, our fundraising efforts and the pace at which we make investments on behalf of our specialized
funds and customized separate accounts. Declines in the pace or the size of fundraising efforts or investments
reduce our revenues. The private markets investing environment continues to see increased competition,
which can make fundraising and the deployment of capital more difficult. In addition, many other factors
cause declines in the pace of investment, including a market environment characterized by high prices, the
inability of our investment professionals to identify attractive investment opportunities and decreased
availability of financing on attractive terms or decreased availability of investor capital, including potentially
as a result of a challenging fundraising environment or heightened requests for redemptions or repurchases in
our evergreen funds. Further, we may fail to consummate identified investment opportunities because of
business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global
economy, financial markets or geopolitical conditions, and our ability to deploy capital in certain countries
may be adversely impacted by U.S. and foreign government policy changes and regulations. In addition, if we
are unable to deploy capital at a pace that is sufficient to offset the pace of realizations, our fee revenues could
decrease.
For our specialized funds and customized separate accounts that charge fees based on invested capital,
such a decline in the pace of investments may reduce our revenue more acutely. In addition, fees based on
invested capital may create an incentive to make investments earlier in the specialized fund’s or customized
separate account’s life than it otherwise would if fees were charged based purely on capital commitments,
which has more predictability for revenues.
Our indebtedness may expose us to substantial risks, and our cash balances are exposed to the credit
risks of the financial institutions at which they are held.
We maintain a Term Loan and Security Agreement (as amended, the “Term Loan Agreement”), a 2020
Multi-Draw Term Loan and Security Agreement (as amended, the “2020 Multi-Draw Term Loan
Agreement”), a 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan
Agreement”) and a Revolving Loan and Security Agreement (as amended, the “Revolving Loan Agreement”
and, together with the Term Loan Agreement, the 2020 Multi-Draw Term Loan Agreement and the 2022
Multi-Draw Term Loan Agreement, the “Loan Agreements”) with JPMorgan Chase & Co. (“JPMorgan”), as
successor to First Republic Bank (“First Republic”). In early May 2023, JPMorgan announced its purchase of
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First Republic after that bank’s failure. The purchase included our Loan Agreements. The Term Loan
Agreement matures on January 1, 2030, the 2020 Multi-Draw Term Loan Agreement matures on July 1,
2030, the 2022 Multi-Draw Term Loan Agreement matures on October 1, 2029 and the Revolving Loan
Agreement matures on March 24, 2025. For more information on our Loan Agreements, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources
—Loan Agreements”.
We expect to continue to utilize debt to finance and grow our operations, which will expose us to the
typical risks associated with the use of leverage. An increase in leverage could make it more difficult for us to
withstand adverse economic conditions or business plan variances, to take advantage of new business
opportunities, or to make necessary capital expenditures. Any portion of our cash flow required for debt
service will not be available for our operations, distributions, dividends, stock repurchases or other purposes.
Any substantial decrease in net operating cash flows or any substantial increase in expenses could make it
difficult for us to meet our debt service requirements or force us to modify our operations. Further, there is no
guarantee that we will be able to obtain new borrowings or refinance existing borrowings on favorable terms
when they mature. Our level of indebtedness may make us more vulnerable to economic downturns and
reduce our flexibility in responding to changing business, regulatory and economic conditions, which could
materially and adversely affect our business, financial condition and results of operations.
In addition, the availability of capital from our Loan Agreements and our cash balances are exposed to the
credit risks of the financial institutions at which they are held. Events involving limited liquidity, defaults,
non-performance or other adverse developments that affect financial institutions, transactional counterparties
or the financial services industry generally, or concerns or rumors about any such events or other similar risks,
have in the past and may in the future lead to market-wide liquidity problems or the fear of market-wide
liquidity problems. Our material credit facility consists of our Loan Agreements, which are now held at
JPMorgan since its purchase of First Republic after that bank’s failure. While the balances and liquidity of the
accounts we maintain at First Republic have not been materially adversely affected by that bank’s failure, if
any of the financial institutions at which we maintain account balances or upon which we rely for credit were
to become unstable or insolvent, our ability to access existing cash, cash equivalents and investments, or to
access existing or enter into new banking arrangements or facilities to pay operational and other costs, could
be threatened or lost, which could have a material adverse effect on our business and financial condition. Our
account balances at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”)
insurance coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related to
amounts on deposit in excess of FDIC insurance coverage. In some cases, we have transferred uninsured cash
balances to money market mutual funds.
In addition, if any of our clients, investors, suppliers or other parties with whom we conduct business are
unable to access funds pursuant to their lending arrangements with such a financial institution, their ability to
pay their obligations to us, provide services to us or enter into new commercial arrangements requiring
additional payments to us could be adversely affected, which could have a material adverse effect on our
operations and cash flows.
Although we assess our banking relationships as we believe necessary or appropriate, our access to
funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and
projected future business operations could be significantly impaired by factors that affect our company, the
financial institutions with which we have credit agreements or arrangements, including the Loan Agreements,
directly, or the financial services industry or economy in general.
We may be unable to remain in compliance with the financial or other covenants contained in the
Loan Agreements.
The Loan Agreements contain, and any future debt instruments may contain, financial and other
covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain
transactions or activities, such as:
36
•
incur additional debt;
•
provide guarantees in respect of obligations of other persons;
•
make loans, advances and investments;
•
maintain account balances at other financial institutions;
•
make certain payments in respect of equity interests, including, among others, the payment of
dividends and other distributions, redemptions and similar payments, payments in respect of warrants,
options and other rights, and payments in respect of subordinated indebtedness;
•
enter into transactions with investment funds and affiliates;
•
create or incur liens;
•
enter into negative pledges;
•
sell all or any part of the business, assets or property, or otherwise dispose of assets;
•
make acquisitions or consolidate or merge with other persons;
•
enter into sale-leaseback transactions;
•
change the nature of our business;
•
change our fiscal year;
•
make certain modifications to organizational documents or certain material contracts;
•
make certain modifications to certain other debt documents; and
•
enter into certain agreements with respect to the repayment of indebtedness, the making of loans or
advances, or the transfer of assets.
There can be no assurance that we will be able to maintain leverage levels in compliance with the
financial covenants included in the Loan Agreements. These restrictions may limit our flexibility in operating
our business, and any failure to comply with these financial and other covenants, if not waived, would cause a
default or event of default. Our obligations under the Loan Agreements are secured by substantially all of our
assets. In the case of an event of default, creditors may exercise rights and remedies, including the rights and
remedies of a secured party, under such agreements and applicable law, which could materially and adversely
affect our business, financial condition and results of operations. For more information on our Loan
Agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
—Liquidity and Capital Resources—Loan Agreements”.
Dependence on leverage by certain funds, customized separate accounts and portfolio companies
subjects us to volatility and contractions in the debt financing markets and could adversely affect the ability
of our specialized funds and customized separate accounts to achieve attractive rates of return on those
investments, and cash balances maintained for investments are exposed to the credit risks of the financial
institutions at which they are held.
Certain of the specialized funds and customized separate accounts we manage, the funds in which we
invest and portfolio companies within our funds and customized separate accounts currently rely on leverage.
If our specialized funds, customized separate accounts or the companies in which our specialized funds or
customized separate accounts invest raise capital in the structured credit, leveraged loan and high yield bond
markets, the results of their operations may suffer if such markets experience dislocations, contractions or
volatility. Any such events could adversely impact the availability of credit to businesses generally, the cost
or terms on which lenders are willing to lend, or the strength of the overall economy.
37
The absence of available sources of sufficient debt financing for extended periods of time or an increase
in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would
make it more expensive to finance those investments, and, in the case of rising interest rates, decrease the
value of fixed-rate debt investments made by our funds. Certain investments may also be financed through
fund-level credit facilities, which may or may not be available for refinancing on favorable terms, or at all, at
the end of their respective terms. Further, the cost of borrowing may not be covered by the appreciation of the
assets in the investment, which could be exacerbated in difficult market conditions and adversely impact our
revenues. We also make arrangements with financial institutions for loans and to hold cash balances on behalf
of our clients to fund contributions to and hold distributions from investments. The availability of capital from
these debt facilities and cash balances is exposed to the credit risks of the financial institutions at which they
are held. Adverse developments that affect financial institutions or the financial services industry generally, or
concerns or rumors about any such events or other similar risks, have in the past and may in the future lead to
market-wide liquidity problems or the fear of market-wide liquidity problems. If the financial institutions at
which our specialized funds’, customized separate accounts’, clients’ or investors’ credit facilities or cash
account balances are held were to be placed into receivership or become insolvent, their ability to access
existing cash, cash equivalents and investments, or to access existing or new banking arrangements or
facilities to fund commitments, could be threatened or lost, which could have a material adverse effect on our
reputation and results of operations. Account balances at these institutions typically exceed FDIC insurance
coverage of $250,000 per depositor, and, as a result, there is a concentration of credit risk related to amounts
on deposit in excess of FDIC insurance coverage. Finally, limitations on the deductibility of interest expense
on indebtedness used to finance our specialized funds’ investments reduce the after-tax rates of return on the
affected investments and make it more costly to use debt financing. Any of these factors may have an adverse
impact on our business, results of operations and financial condition.
Similarly, private markets funds’ portfolio companies regularly utilize the corporate debt markets to
obtain additional financing for their operations. The leveraged capital structure of such businesses increases
the exposure of the funds’ portfolio companies to adverse economic factors such as rising interest rates,
financial institution risks discussed above, downturns in the economy or deterioration in the condition of such
business or its industry. Any adverse impact caused by the use of leverage by portfolio companies in which
we directly or indirectly invest could in turn adversely affect the returns of our specialized funds, customized
separate accounts and advisory accounts.
Defaults by clients and third-party investors in certain of our specialized funds and customized
separate accounts could adversely affect that fund’s operations and performance.
Our business is exposed to the risk that clients that owe us money for our services may not pay us, and
investors may default on their obligations to fund their commitments. We believe that these risks increase
during periods of economic uncertainty, such as in the case of difficult or volatile market and geopolitical
conditions, and if the financial institutions holding cash to be used for funding commitments are in financial
distress. If investors in our specialized funds and certain customized separate accounts default on their
obligations to fund commitments, there may be adverse consequences on the investment process, and we
could incur losses and be unable to meet underlying capital calls. For example, investors in most of our
specialized funds make capital commitments to those funds that we are entitled to call from those investors at
any time during prescribed periods. We depend on investors fulfilling and honoring their commitments when
we call capital from them for those funds to consummate investments and otherwise pay their obligations
when due. In addition, certain of our funds and customized separate accounts may utilize lines of credit to
fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense
of the fund or account, the fund’s or account’s net multiple of invested capital may be reduced, as well as the
amount of carried interest generated. Any material reduction in the amount of carried interest generated may
adversely affect our revenues. We have not had clients or investors fail to honor capital calls to any
meaningful extent.
Any investor that did not fund a capital call would be subject to several possible penalties, including
having a meaningful amount of its existing investment forfeited in that fund. However, the impact of the
penalty is directly correlated to the amount of capital previously invested by the investor in the fund. For
38
instance, if an investor has invested little or no capital early in the life of the fund, then the forfeiture penalty
may not be as meaningful. A failure of clients or investors to honor capital calls to a significant degree could
have a material adverse effect on our business, financial condition and results of operations.
Our failure to comply with investment guidelines set by our clients could result in damage awards
against us or a reduction in AUM, either of which would adversely affect our business.
When clients retain us to manage assets on their behalf, they specify certain guidelines regarding
investment allocation and strategy that we are required to observe in the management of their portfolios. Our
failure to comply with these guidelines and other limitations could result in clients terminating their
investment management agreement with us, as these agreements generally are terminable without cause on 30
to 90 days’ notice. Clients could also sue us for breach of contract and seek to recover damages from us.
Even if we comply with all applicable investment guidelines, a client may be dissatisfied with its investment
performance or our services or fees, and may terminate their customized separate accounts or advisory
accounts or be unwilling to commit new capital to our specialized funds, customized separate accounts or
advisory accounts. Any of these events could materially and adversely affect our business.
Misconduct by our employees, advisors or third-party service providers could harm us by impairing our
ability to attract and retain clients and subjecting us to significant legal liability and reputational harm.
There is a risk that our employees, advisors or third-party service providers could engage in misconduct
that adversely affects our business. We are subject to a number of laws, obligations and standards arising from
our advisory and investment management businesses and our discretionary authority over the assets we
manage. The violation of these laws, obligations and standards by any of our employees, advisors or third-
party service providers would adversely affect our clients and us by subjecting us to, among other things, civil
and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities
litigation and a general loss of investor confidence. Our business also often requires that we deal with
confidential matters of great significance to companies and funds in which we may invest for our clients. If
our employees, advisors or third-party service providers were to engage in fraudulent activity, violate
regulatory standards or improperly use or disclose sensitive or confidential information, we could be subject
to legal or regulatory action and suffer serious harm to our reputation, financial position and current and
future business relationships. The pervasiveness of social media and electronic communications and the
increasing prevalence of artificial intelligence could also lead to faster and wider dissemination of any adverse
publicity or inaccurate information about us, making effective remediation more difficult and further
magnifying the reputational risks associated with negative publicity. It is not always possible to detect or deter
misconduct, and the precautions we take that seek to detect and prevent undesirable activity may not be
effective. In addition, we allow our employees to work on a hybrid schedule or remotely, which has required
us to develop and implement additional precautions in order to detect and prevent employee misconduct. Such
additional precautions, which may include the implementation of security and other restrictions, may make
our systems more difficult and costly to operate and may not be effective in preventing employee misconduct
in a remote work environment. If one of our employees, advisors or third-party service providers were to
engage in misconduct or were to be accused of misconduct, our business and our reputation could be
materially and adversely affected. See “—Risks Related to Our Industry—Extensive government regulation,
compliance failures and changes in law or regulation could adversely affect us.”
If the investments we make on behalf of our specialized funds or customized separate accounts perform
poorly, we may suffer a decline in our investment management revenue and earnings, and our ability to
raise capital for future specialized funds and customized separate accounts may be materially and
adversely affected.
Our revenue from our investment management business is derived from fees earned for our management
of our specialized funds, customized separate accounts and advisory accounts, incentive fees, or carried
interest, with respect to certain of our specialized funds and customized separate accounts, and monitoring
and reporting fees. In the event that our specialized funds, customized separate accounts or individual
investments perform poorly, our revenues and earnings derived from incentive fees will decline, and it will be
39
more difficult for us to raise capital for new specialized funds or gain new or retain current customized
separate account clients in the future. Furthermore, underlying investments within our specialized funds and
customized separate accounts reflect valuations reported elsewhere in this Form 10-K that are determined as
of December 31, 2023. Decreases in public markets and credit indices as well as decreases in current or future
estimated performance of underlying portfolio companies in quarters ending after that date may result in
negative valuation adjustments that will be reported on a three-month lag in accordance with our accounting
policy. Adverse investment valuations directly impact our investments, equity in income of investees,
unrealized carried interest, AUM and AUA for the period. In addition, if carried interest that was previously
distributed to us exceeds the amounts to which we are ultimately entitled, we may be required to repay that
amount under a “clawback” obligation. The risk of clawback can occur as a result of diminished investment
performance. If we are unable to repay the amount of the clawback, we would be subject to liability for a
breach of our contractual obligations. If we are unable to raise or are required to repay capital, our business,
financial condition and results of operations would be materially and adversely affected.
The timing at which we receive distributions of carried interest, an element of our revenues, can be
sporadic and unpredictable, which may make it difficult for us to achieve steady earnings growth on a
quarterly basis and may cause the price of our Class A common stock to decline.
Our cash flow may fluctuate significantly due to the fact that we receive carried interest distributions only
when investments are realized and achieve a certain preferred return based on performance. It takes a
substantial period of time to identify attractive investment opportunities, raise all funds needed to make an
investment and then realize the cash value (or other proceeds) of an investment. Even if an investment proves
to be profitable, it may be a number of years before any profits can be realized in cash (or other proceeds). In
addition, carried interest distributions have in the past and may in the future decrease in difficult, volatile or
uncertain economic environments as the ability of general partners to exit and realize value from existing
investments may be even more limited than in more stable economic environments. We cannot predict when,
or if, any realization of investments will occur, and thus, we cannot predict the timing or amounts of carried
interest distributions to us. If we were to receive a distribution of carried interest in a particular quarter, it may
have a significant impact on our results for that particular quarter, which may not be replicated in subsequent
quarters. As a result, achieving steady growth in net income and cash flow on a quarterly basis may be
difficult, which could in turn lead to large adverse movements or general increased volatility in the price of
our Class A common stock.
The exercise of redemption or repurchase rights by investors in our evergreen funds may adversely
affect our revenues.
Unlike traditional private market vehicles, which generally do not permit redemptions of fund interests
until the liquidation of the fund upon scheduled termination dates, our evergreen funds contain investor
liquidity features that permit investors to redeem or repurchase their interests from time to time. Factors that
could result in investors leaving our evergreen funds include changes in interest rates or market conditions
that make other investments more attractive, changes in or rebalancing due to investors’ asset allocation
policies, changes in investor perception regarding our focus or alignment of interest, unhappiness with a
fund’s performance or investment strategy, changes in our reputation, departures or changes in responsibilities
of key personnel, performance and liquidity needs of fund investors and legal or regulatory issues that
investors perceive to have a bearing on the fund. In a declining market, our evergreen vehicles may
experience declines in value, and the pace of redemptions and consequent reduction in our assets under
management could accelerate. Such declines in value may be both provoked and exacerbated by forced
selling of assets, as further described below. Actions taken to meet substantial redemption requests could
result in a material adverse effect on the fund’s investments, ability to make new investments or ability to
achieve its investment objectives.
To the extent appropriate and permissible under a vehicle’s constituent documents, we may limit
redemptions or repurchases in such vehicle for a period of time. This may subject us to reputational harm,
make such vehicles less attractive to investors in the future and negatively impact future subscriptions to such
40
vehicles, which could have a material adverse effect on the cash flows of such vehicles and may negatively
impact the revenues we derive from them.
In addition, multiple and sustained redemption or repurchase requests could exhaust a fund’s sources of
liquidity and create pressure to dispose of investments by a fund sooner than anticipated to satisfy such
requests. The investments of such funds are generally illiquid in nature and disposing of such investments
within the necessary timeframe could reduce the price at which counterparties are willing to transact. In most
cases, transferring such investments requires the consent of a third-party sponsor, and, if such sponsors are
unwilling to consent, a fund may need to liquidate a less desirable investment as an alternative. Such
accelerated disposition could reduce or eliminate our potential carried interest associated with such
investment, and the reduction in such fund’s NAV resulting from the redemption or repurchase would reduce
the management fees payable to us.
Finally, the inclusion of redemption or repurchase rights in our evergreen funds create heightened risk of
operational error, including with respect to the calculation of NAV. Any such errors could adversely affect the
exercise of redemption rights and could adversely affect our revenues and profitability, including as a result of
litigation or regulatory investigations.
Valuation methodologies for certain assets in our specialized funds and customized separate accounts
can be highly subjective, and the values of assets established pursuant to such methodologies may never be
realized, which could result in significant losses for our specialized funds and customized separate
accounts.
There are no readily ascertainable market prices for a large number of the investments in our specialized
funds, customized separate accounts, advisory accounts or the funds in which we invest. The value of the fund
investments of our specialized funds and customized separate accounts is determined periodically by us based
on the fair value of such investments as reported by the underlying fund managers. Our valuation of the funds
in which we invest is largely dependent upon the processes employed by the managers of those funds. The
fair value of investments is determined using a number of methodologies described in the particular funds’
valuation policies. These policies are based on a number of factors, including the nature of the investment, the
expected cash flows from the investment, the length of time the investment has been held and other generally
accepted valuation methodologies. The value of the equity and credit investments of our specialized funds and
customized separate accounts is determined periodically by us using independent third-party valuation firms
to aid us in determining the fair value of these investments using generally accepted valuation methodologies.
These may include references to market multiples, valuations for comparable companies, public or private
market transactions, subsequent developments concerning the companies to which the securities relate, results
of operations, financial condition, cash flows, and projections of such companies made accessible to us and
such other factors that we may deem relevant. The methodologies we use in valuing individual investments
are based on a variety of estimates and assumptions specific to the particular investments, and actual results
related to the investment may vary materially as a result of the inaccuracy of such assumptions or estimates.
In addition, because the illiquid investments held by our specialized funds, customized separate accounts,
advisory accounts and the funds in which we invest may be in industries or sectors that are unstable, in
distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by
sudden company-specific or industry-wide developments.
Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid
investments, the fair values of such investments as reflected in a fund’s NAV do not necessarily reflect the
prices that would actually be obtained if such investments were sold. Realizations at values significantly
lower than the values at which investments have been reflected in fund NAVs could result in losses for the
applicable fund and the loss of potential incentive fees by the fund’s manager and us. Also, a situation in
which asset values turn out to be materially different from values reflected in fund NAVs, whether due to
error or otherwise, could cause investors to lose confidence in us and may, in turn, result in difficulties in our
ability to raise additional capital, retain clients or attract new clients. Further, we often engage third-party
valuation agents to assist us with the valuations. It is possible that a material fact related to the target of the
41
valuation might be inadvertently omitted from our communications with them, resulting in an inaccurate
valuation.
Further, the SEC has instituted enforcement actions against advisors for misleading investors about
valuation. If the SEC were to investigate and find errors in our methodologies or procedures, we and/or
members of our management could be subject to penalties and fines, which could harm our reputation and our
business, financial condition and results of operations could be materially and adversely affected.
Our investment management activities may involve investments in relatively high-risk, illiquid assets,
and we and our clients may lose some or all of the amounts invested in these activities or fail to realize any
profits from these activities for a considerable period of time.
The investments made by our specialized funds and customized separate accounts and recommended by
our advisory services may include high-risk, illiquid assets. We generally have made and expect to continue
to make principal investments alongside our investors, as the general partner, in our existing private markets
funds and certain customized separate accounts and in any new private markets funds we may establish in the
future. The private markets funds in which we invest capital generally invest in securities that are not publicly
traded. Even if such securities are publicly traded, many of these funds may be prohibited by contract or
applicable securities laws from selling such securities for a period of time. Such funds will generally not be
able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless
an exemption from such registration requirements is available. Accordingly, the private markets funds in
which we invest our clients’ capital may not be able to sell securities when they desire and therefore may not
be able to realize the full value of such securities. The ability of private markets funds to dispose of
investments is dependent in part on the public equity and debt markets, to the extent that the ability to dispose
of an investment may depend upon the ability to complete an IPO of the portfolio company in which such
investment is held or the ability of a prospective buyer of the portfolio company to raise debt financing to
fund its purchase. Furthermore, large holdings of publicly traded equity securities can often be disposed of
only over a substantial period of time, exposing the investment returns to risks of downward movement in
market prices during the disposition period. Contributing capital to these funds is risky, and we may lose
some or the entire amount of our specialized funds’ and our clients’ investments.
The portfolio companies in which private markets funds have invested or may invest will sometimes
involve a high degree of business and financial risk. These companies may be in an early stage of
development, may not have a proven operating history, may be operating at a loss or have significant
variations in operating results, may be engaged in a rapidly changing business with products subject to a
substantial risk of obsolescence, may be subject to extensive regulatory oversight, may require substantial
additional capital to support their operations, to finance expansion or to maintain their competitive position,
may have a high level of leverage, or may otherwise have a weak financial condition. See “—Dependence on
leverage by certain funds, customized separate accounts and portfolio companies subjects us to volatility and
contractions in the debt financing markets and could adversely affect the ability of our specialized funds and
customized separate accounts to achieve attractive rates of return on those investments, and cash balances
maintained for investments are exposed to the credit risks of the financial institutions at which they are held.”
In addition, these portfolio companies may face intense competition, including competition from
companies with greater financial resources, more extensive development, manufacturing, marketing, and
other capabilities, and a larger number of qualified managerial and technical personnel. Portfolio companies
in non-U.S. jurisdictions may be subject to additional risks, including changes in currency exchange rates,
exchange control regulations, risks associated with different types (and lower quality) of available
information, expropriation or confiscatory taxation and adverse political and regulatory developments. In
addition, during periods of difficult market conditions or slowdowns in a particular investment category,
industry or region, portfolio companies may experience decreased revenues, financial losses, difficulty in
obtaining access to financing and increased costs. During these periods, these companies may also have
difficulty in expanding their businesses and operations and may be unable to pay their expenses as they
become due. A general market downturn or a specific market dislocation may result in lower investment
returns for the private markets funds or portfolio companies in which our specialized funds and customized
42
separate accounts invest, which consequently would materially and adversely affect investment returns for our
specialized funds and customized separate accounts. Furthermore, if the portfolio companies default on their
indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could
lose some or all of our investment and suffer reputational harm.
We may pursue investment opportunities that involve business, regulatory, legal or other complexities.
We may pursue investment opportunities that have unusually complex business, regulatory and/or legal
aspects to them. Some of our investments may be structured as an investment in which we only acquire a
minority interest or in which two or more investors serve together or collectively as equity sponsors, which
generally means that any governance rights must be shared with the other investors. Accordingly, decisions
relating to the investment may be made by third parties, which could have a material adverse effect on the
returns achieved by us on the investment. Complexity presents risks, as such transactions can be more
difficult, expensive and time-consuming to finance and execute, it can be more difficult to manage or realize
value from the assets acquired in such transactions and such transactions sometimes involve a higher level of
regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could materially and adversely
affect our business, financial condition and results of operations.
Our specialized funds and customized separate accounts may face risks relating to undiversified
investments.
We cannot give assurance as to the degree of diversification that will be achieved in any of our
specialized funds or customized separate accounts. Difficult market conditions or slowdowns affecting a
particular asset class, industry, geographic region or other category of investment could have a significant
adverse impact on a given specialized fund or customized separate account if its investments are concentrated
in that area, which could result in lower investment returns. Accordingly, a lack of diversification on the part
of a specialized fund or customized separate account could adversely affect its investment performance and,
as a result, our business, financial condition and results of operations.
Our specialized funds and customized separate accounts make investments in funds and companies
that we do not control.
Investments by most of our specialized funds and customized separate accounts will include debt
instruments and equity securities of companies that we do not control. Our specialized funds and customized
separate accounts may invest through direct investment arrangements or acquire minority equity interests and
may also dispose of a portion of their equity investments in portfolio companies over time in a manner that
results in their retaining a minority investment. Consequently, the performance of our specialized funds and
customized separate accounts will depend significantly on the investment and other decisions made by third
parties, which could have a material adverse effect on the returns achieved by our specialized funds or
customized separate accounts. Portfolio companies in which the investment is made may make business,
financial or management decisions with which we do not agree. In addition, the majority stakeholders or their
management may take risks or otherwise act in a manner that does not serve our interests. If any of the
foregoing were to occur, the values of our investments and the investments we have made on behalf of clients
could decrease and our financial condition, results of operations and cash flow could suffer as a result.
Investments by our specialized funds, customized separate accounts and advisory accounts may in
many cases rank junior to investments made by other investors.
In many cases, the companies in which our specialized funds, customized separate accounts or advisory
accounts invest have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue
equity securities, that rank senior to our clients’ investments in our specialized funds, customized separate
accounts or advisory accounts. By their terms, these instruments may provide that their holders are entitled to
receive payments of dividends, interest or principal on or before the dates on which payments are to be made
in respect of our clients’ investments. Also, in the event of insolvency, liquidation, dissolution, reorganization
or bankruptcy of a company in which one or more of our specialized funds, customized separate accounts or
advisory accounts hold an investment, holders of securities ranking senior to our clients’ investments would
43
typically be entitled to receive payment in full before distributions could be made in respect of our clients’
investments. After repaying senior security holders, the company may not have any remaining assets to use
for repaying amounts owed in respect of our clients’ investments. To the extent that any assets remain,
holders of claims that rank equally with our clients’ investments would be entitled to share on an equal and
ratable basis in distributions that are made out of those assets. Also, during periods of financial distress or
following an insolvency, our ability to influence a company’s affairs and to take actions to protect
investments by our specialized funds, customized separate accounts or advisory accounts may be substantially
less than that of those holding senior interests.
The substantial growth of our business in recent years may be difficult to sustain, as it may place
significant demands on our resources and employees and will increase our expenses.
The substantial growth of our business has placed, and if it continues, will continue to place, significant
demands on our infrastructure, our investment team and other employees, and will increase our expenses. We
strive to maintain a work environment that reinforces our culture of collaboration, motivation and doing the
right thing. If we do not continue to develop and implement appropriate processes and tools to maintain this
culture, particularly in light of rapid and significant growth in our employee population and our permitting
hybrid and remote/office work, our ability to compete successfully and achieve our business objectives could
be impaired, which could negatively impact our business, financial condition and results of operations.
In addition, we are required to develop continuously our infrastructure in response to the increasingly
complex investment management industry and increasing sophistication of investors. Legal and regulatory
developments also contribute to the level of our expenses. The future growth of our business will depend,
among other things, on our ability to maintain the appropriate infrastructure and staffing levels to sufficiently
address our growth and will require us to incur significant additional expenses and commit additional senior
management and operational resources. We may face significant challenges in maintaining adequate financial
and operational controls as well as implementing new or updated information and financial systems and
procedures. Training, managing and appropriately sizing our work force and other components of our
business on a timely and cost-effective basis may also pose challenges. In addition, our efforts to retain or
attract qualified investment professionals is expected to result in significant additional expenses. There can be
no assurance that we will be able to manage our growing business effectively or that we will be able to
continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control
our expenses.
We may not be able to maintain our desired fee structure as a result of industry pressure from private
markets investors to reduce fees, which could have a material adverse effect on our profit margins and
results of operations.
We may find it harder to retain and raise funds, and we may lose investment opportunities in the future, if
we do not offer prices, structures and terms competitive with those offered by our competitors. We may not
be able to maintain our current fee structure as a result of industry pressure from private markets investors to
reduce fees. In order to maintain our desired fee structure in a competitive environment, we must be able to
continue to provide clients with investment returns and service that incentivize our investors to pay our
desired fee rates. We cannot assure you that we will succeed in providing investment returns and service that
will allow us to maintain our desired fee structure. Fee reductions on existing or future new business could
have a material adverse effect on our profit margins and results of operations.
Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated
risks.
Risk management applies to our operations as well as to the investments we make for our specialized
funds and customized separate accounts. We have developed and continue to update strategies and procedures
specific to our business for identifying, assessing, managing and mitigating risks, which include market risk,
liquidity risk, operational risk and reputational risk. Management of these risks can be very complex. These
strategies and procedures may fail under some circumstances, particularly if we are confronted with risks that
44
we have underestimated or not identified, including those related to difficult market or geopolitical
conditions. Given the large number and size of our funds, we often have large positions with a single
counterparty. For example, we and most of our funds have credit lines. If the lender under one or more of
those credit lines were to freeze the account in response to sanctions or become insolvent, we may have
difficulty replacing the credit line and the affected fund(s) or we may face liquidity challenges, which may
adversely affect our business operations or the fund’s ability to close on an investment. If that counterparty is
unable to perform its obligations or performs below our standards, we, our specialized funds, customized
separate accounts and other investments may be adversely affected. In addition, some of our methods for
managing the risks related to our clients’ investments are based upon our analysis of historical private markets
behavior. Statistical techniques are applied to these observations in order to arrive at quantifications of some
of our risk exposures. Historical analysis of private markets returns requires reliance on valuations performed
by fund managers, which may not be reliable measures of current valuations. These statistical methods may
not accurately quantify our risk exposure if circumstances arise that were not observed in our historical data.
In particular, as we introduce new types of investment structures, products or services, our historical data may
be incomplete. Failure of our risk management techniques could materially and adversely affect our business,
financial condition and results of operations, including our right to receive incentive fees.
The due diligence process that we undertake in connection with investments may not reveal all facts
that may be relevant in connection with an investment.
Before making or recommending investments for our clients, we conduct due diligence that we deem
reasonable and appropriate based on the facts and circumstances applicable to each investment. When
conducting due diligence, we may be required to evaluate important, complex, and sometimes evolving,
business, financial, tax, accounting, technological, environmental, social, governance and legal and regulatory
issues. Outside consultants, legal advisors and accountants may be involved in the due diligence process in
varying degrees depending on the type of investment and the parties involved. Nevertheless, when conducting
due diligence and making an assessment regarding an investment, we rely on the information available to us,
including information provided by the target of the investment and, in some circumstances, third-party
investigations, and such an investigation will not necessarily result in the investment ultimately being
successful.
Moreover, the due diligence investigation that we will carry out with respect to any investment
opportunity may not detect or highlight all relevant facts (including bribery, fraud or other illegal activities) or
risks that are necessary or helpful in evaluating such investment opportunity. Instances of bribery, fraud,
accounting irregularities and other improper, illegal or corrupt practices can be difficult to detect and may be
more widespread in certain jurisdictions. Many of our specialized funds, customized separate accounts or
advisory accounts have invested in emerging market countries that may not have established laws and
regulations that are as stringent as in more developed nations, or where existing laws and regulations may not
be consistently enforced. Due diligence on investment opportunities in these jurisdictions is frequently more
complicated because consistent and uniform commercial practices in such locations may not have developed,
and bribery, fraud, accounting irregularities and corrupt practices can be especially difficult to detect in such
locations. Such misconduct may undermine our due diligence efforts with respect to such companies and
could negatively affect the valuations of investments in such companies. Further, we may not identify or
foresee future developments that could have a material adverse effect on an investment, such as misconduct
by personnel at companies in which our specialized funds, customized separate accounts or advisory accounts
invest. Isolated incidents involving such matters have occurred in the past but have not had a material impact
on our financial condition or results of operations. Financial fraud or other deceptive practices, or failures by
personnel at such third-party companies to comply with anti-bribery, trade sanctions or other legal and
regulatory requirements, could cause significant legal, reputational and business harm to us.
In addition, a substantial portion of our specialized funds are funds-of-funds, and therefore we are
dependent on the due diligence investigation of the general partner or direct investment partner leading such
investment. We have little or no control over their due diligence process, and any shortcomings in their due
diligence could be reflected in the performance of the investment we make with them on behalf of our clients.
Poor investment performance could lead clients to terminate their agreements with us and/or result in negative
45
reputational effects, either of which could materially and adversely affect our business, financial condition
and results of operations.
Finally, some matters covered by our due diligence process, such as ESG, are continuously evolving and
we may not accurately or fully anticipate such evolution. With respect to ESG, the nature and scope of our
due diligence will vary based on the investment, but may include a review of, among other things: energy
management, air and water pollution, land contamination, diversity, human rights, employee health and
safety, accounting standards and bribery and corruption. Selecting and evaluating ESG factors is subjective by
nature, and there is no guarantee that the criteria utilized or judgment exercised by us or a third-party ESG
specialist we may engage will reflect the beliefs, values, internal policies or preferred practices of any
particular client or market trends. For instance, our ESG framework does not represent a universally
recognized standard for assessing ESG considerations, as there are different frameworks and methodologies
being implemented by others in the industry, in addition to numerous international initiatives on the subject.
The materiality of ESG risks and impacts on an individual potential investment or portfolio as a whole depend
on many factors, including the relevant industry, country, asset class and investment style.
Restrictions on our ability to collect and analyze data regarding our clients’ investments could
adversely affect our business.
Our database of private markets investments includes funds and direct investments that we monitor and
report on for our specialized funds, customized separate accounts and advisory accounts. We rely on our
database to provide regular reports to our clients, to research developments and trends in private markets and
to support our investment processes. We depend on the continuation of our relationships with the general
partners and sponsors of the underlying funds and investments in order to maintain current data on these
investments and private markets activity. The termination of such relationships or the imposition of
restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely
affect our business, financial condition and results of operations. We are also highly dependent upon the
technology platforms within which our data is stored and analyzed, and any disruption in the services
provided by such platforms, whether temporary or permanent, could have a material adverse effect on our
ability to effectively continue to operate our business without interruption. See “—Operational risks may
disrupt our business, damage our reputation, result in financial losses or limit our growth.”
Operational risks may disrupt our business, damage our reputation, result in financial losses or limit
our growth.
We rely heavily on our and our third-party service providers’ financial, accounting, compliance,
monitoring, administration, reporting and other data processing systems and technology platforms, including
those of our fund administrators and AIFMs, to conduct our business. If any of these systems do not operate
properly, are not operated properly or are disabled or fail, including the loss of or unauthorized access to data,
whether caused by fire, natural disaster, power or telecommunications failure, computer viruses, malicious
actors, negligence, acts of terrorism or war or otherwise, or if our third-party service providers fail to perform
as expected, we could suffer a disruption of our business, financial loss, liability to clients, regulatory
intervention or reputational damage, which could materially and adversely affect our business, financial
condition and results of operations. Isolated incidents involving such matters have occurred in the past but
have not had a material impact on our financial condition or results of operations. If any of our third-party
service providers access or use our information for the purpose of competing with us or undermining our
efforts, we may lose clients and opportunities, which may adversely affect our financial condition. In addition,
we face operational risk from errors made in the execution, confirmation or settlement of transactions, as well
as errors in recording, evaluating and accounting for them. Our and our third-party service providers’ data
processing systems and technology may be unable to accommodate our growth or adequately protect the
information of our clients or address security risks, and the cost of maintaining and improving such systems
and technology may increase from our current level. Such a failure or an increase in costs related to such
information systems and technology, could have a material adverse effect on our results of operations,
financial condition and cash flow. A disaster or a disruption in technology or infrastructure that supports our
business, including a disruption involving electronic communications, cloud-based infrastructure or other
46
services used by us, our third-party service providers or other third parties with whom we conduct business, or
a disruption directly affecting our principal offices, could negatively impact our ability to continue to operate
our business without interruption. Our business continuation or disaster recovery programs may not be
sufficient to mitigate the harm that could result from such a disaster or disruption, and insurance and other
safeguards may not reimburse us for the full amount of our losses. We are also subject to the risk that the
financial institutions with which we maintain credit facilities or cash account balances fail. For more
information on this risk, please see “—Our indebtedness may expose us to substantial risks, and our cash
balances are exposed to the credit risks of the financial institutions at which they are held.”
Failure to maintain the security of our information technology networks, or those of our third-party
service providers, or data security breaches could harm our reputation and have a material adverse effect
on our results of operations, financial condition and cash flow.
We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive
information in our computer systems, hardware, software, technology infrastructure, online sites and
networks, and those of our third-party service providers and their vendors. In the ordinary course of our
business, we collect and store a range of data, including our proprietary business information and intellectual
property, and personally identifiable information of our employees, our clients and other third parties, in our
cloud applications and on our networks, as well as our third-party service providers’ systems. The secure
processing, maintenance and transmission of this information are critical to our operations. We, our service
providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity
threats and attacks that are intended to gain unauthorized access to our sensitive or proprietary information,
destroy data or disable, degrade or sabotage our systems. Cyber-attack techniques are continually evolving,
may not immediately be recognized and can originate from a wide variety of sources. There has been an
increase in the frequency, sophistication and ingenuity of the data security threats we and our service
providers face. Any interruption or deterioration in performance, cybersecurity breaches or failures of
information systems and technology could impair the quality of our or our funds’ operations, result in
significant costs to us, liability to our clients, affect our reputation and adversely affect our business, financial
condition and results of operations.
We are dependent on the effectiveness of our and our service providers’ information security policies,
procedures and capabilities designed to protect our and their computer, network and telecommunications
systems and the data such systems contain or transmit. Measures taken to ensure the integrity of our or our
third-party service providers’ systems may not provide adequate protection. A cyberattack could persist
undetected over extended periods of time and may not be mitigated in a timely manner to prevent or minimize
the impact on us. Attacks on our or our service providers’ information technology infrastructure could enable
the attackers to gain unauthorized access to and steal our sensitive or proprietary information, destroy data or
disable, degrade or sabotage our systems or divert or otherwise steal funds, and attackers have in the past
gained unauthorized access to sensitive information about us, our clients and investors by attacking the
systems of certain of our service providers. Such prior events, to date, have not had a material impact on our
operations, results of operations or financial condition. Attacks range from those common to businesses
generally to those that are more advanced and persistent, which may target us because members of our senior
management team may have public profiles or because, as an alternative investment management firm, we
hold a significant amount of confidential and sensitive information about our clients and potential
investments.
Our and our third-party service providers’ computer systems, software and networks may be vulnerable to
unauthorized access, theft, misuse, computer viruses, bugs, ransomware or other malicious code, employee,
vendor or contractor error or malfeasance, and other events that could have a negative impact on the security
of our technology systems and data. We, our employees and certain of our third-party service providers have
been and expect to continue to be the target of hacking attacks, “phishing” or similar forms of social
engineering attacks, and the subject of impersonations and fraudulent requests for money and other forms of
activities. Such prior events, to date, have not had a material impact on our financial condition or results of
operations. Further, we allow for hybrid and remote/office work, which introduces operational risks, including
heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to
47
hacking attacks. There is also a risk that artificial intelligence technologies may be misused or
misappropriated by our employees and/or third parties engaged by us, which could result in our confidential
information becoming part of a dataset that is accessible by third-party applications and users, including our
competitors. Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss
of data, could potentially jeopardize our, our employees’ or our clients’ or counterparties’ sensitive,
confidential, proprietary and other information processed and stored in, and transmitted through, our
computer systems and networks or those of our third-party service providers, or otherwise cause interruptions
or malfunctions in our, our employees’, our clients’, our counterparties’ or third parties’ operations, which
could result in material financial losses, increased costs, disruption of our business, liability to clients and
other counterparties, regulatory intervention or reputational damage, which, in turn, could cause a decline in
our earnings and/or stock price. Insurance and other safeguards might only partially reimburse us for our
losses, if at all.
In addition, cybersecurity has become a top priority for regulators around the world. Many jurisdictions in
which we operate have laws and regulations relating to privacy, data protection and cybersecurity, such as the
General Data Protection Regulation (“GDPR”) in the EU and U.K., the Personal Information Protection Law
(“PIPL”) in China and the California Privacy Rights Act (“CPRA”). In addition, the SEC proposed new rules
related to cybersecurity risk management for registered investment advisers and funds. If this proposal is
adopted, it could increase our compliance costs and potential regulatory liability related to cybersecurity. See
“—Rapidly developing and changing data security and privacy laws and regulations could increase
compliance costs and subject us to enforcement risks and reputational damage.” Some jurisdictions have also
enacted laws requiring companies to notify individuals and governmental agencies of data security breaches
involving certain types of personal data. If we fail to comply with relevant laws and regulations or fail to
provide the appropriate regulatory or other notifications of breach in a timely manner, it could result in
regulatory investigations and material penalties, which could lead to negative publicity and may cause our
clients to lose confidence in the effectiveness of our security measures and us more generally.
Finally, our technology platforms, data and intellectual property are also subject to a heightened risk of
theft or compromise to the extent we engage in operations outside the United States, in particular in those
jurisdictions that do not have comparable levels of protection of proprietary information and assets such as
intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition,
we may be required to compromise protections or forego rights to technology, data and intellectual property
in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of
these assets could have a material adverse impact on us.
Rapidly developing and changing data security and privacy laws and regulations could increase
compliance costs and subject us to enforcement risks and reputational damage.
We are subject to various risks and costs associated with the collection, processing, storage and
transmission of personal data and other sensitive and confidential information. Personal data is information
that can be used to identify a natural person, including names, photos, email addresses, or computer IP
addresses. This data is wide ranging and relates to our clients, employees, counterparties and other third
parties. Any actual or perceived inability by us to adequately address privacy concerns, or comply with
applicable privacy laws, regulations, policies, industry standards and guidance, contractual obligations, or
other legal obligations, even if unfounded, could result in significant regulatory and third-party liability,
increased costs, disruption of our business and operations, and a loss of client confidence and other
reputational damage.
As new privacy-related laws and regulations are implemented, the time and resources needed for us to
seek compliance with such laws and regulations continues to increase. Many jurisdictions in which we
operate have laws and regulations relating to data privacy, cybersecurity and protection of personal
information, including the GDPR in the EU and U.K., China’s PIPL and the CPRA in California. Some
jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches
involving certain types of personal data. Our compliance obligations include those relating to U.S. state laws
and regulations, including, without limitation the CPRA, which provides for enhanced privacy protections for
48
California residents, a private right of action for data breaches and statutory fines and damages for data
breaches or other CPRA violations, as well as a requirement of “reasonable” cybersecurity. We are also
required to comply with foreign data collection and privacy laws in various non-U.S. jurisdictions in which
we have offices or conduct business, including the GDPR, which applies to all organizations processing or
holding personal data of EU and U.K. data subjects (regardless of the organization’s location) as well as to
organizations outside the EU and U.K. that offer goods or services in the EU or U.K., or that monitor the
behavior of EU or U.K. data subjects. Compliance with the GDPR requires us to analyze and evaluate how we
handle data in the ordinary course of business, from processes to technology. EU and U.K. data subjects need
to be given full disclosure about how their personal data will be used and stored. In that connection, consent
must be explicit and companies must be in a position to delete information from their global systems
permanently if consent were withdrawn. Financial regulators and data protection authorities throughout the
EU and U.K. have broad audit and investigatory powers under the GDPR to probe how personal data is being
used and processed. Penalties for non-compliance can be material. Our business is subject to many privacy
laws in many other jurisdictions globally, including Switzerland, Japan, Hong Kong, Singapore, Australia and
Canada. In addition, other countries and states are considering or have passed legislation implementing data
protection requirements or requiring local storage and processing of data or similar requirements that could
increase the cost, complexity and regulatory enforcement risk of delivering our services. Global laws in this
area are rapidly increasing in the scale and depth of their requirements, and are also often extra-territorial in
nature. In addition, many regulators have indicated an intention to take more aggressive enforcement actions
regarding data privacy and private actors are seeking to enforce these laws across regions and borders.
Furthermore, we frequently have privacy compliance requirements set forth in our contractual arrangements
with counterparties. These legal, regulatory and contractual obligations heighten our privacy obligations in the
ordinary course of conducting our business in the United States and globally.
While we have taken various measures to help ensure that our policies, processes and systems are in
compliance with our obligations, our potential liability remains, particularly given the continued and rapid
development of privacy laws and regulations around the United States and the world, varied requirements
from jurisdiction to jurisdiction, increased enforcement action and significant monetary penalties.
Technological developments in artificial intelligence could disrupt the markets in which we operate
and subject us to increased competition, legal and regulatory risks and compliance costs.
Technological developments in artificial intelligence, including machine learning technology and
generative artificial intelligence, and their current and potential future applications, including in the private
investment and financial sectors, as well as the legal and regulatory frameworks within which they operate,
are rapidly evolving. The full extent of current or future risks related thereto is not possible to predict.
Artificial intelligence could significantly disrupt the markets in which we operate and subject us to increased
competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on
our business, financial condition and results of operations.
We intend to seek to avail ourselves of the potential benefits that are available through artificial
technologies, which present a number of potential risks. Data that artificial intelligence applications utilize are
likely to contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce
the effectiveness of artificial intelligence technologies and adversely impact us and our operations to the
extent we rely on the work product of such technology in our operations. There is also a risk that artificial
intelligence tools or applications may be misused or misappropriated by our employees and/or third parties
engaged by us. For example, a user may input confidential information, including material non-public
information or personal identifiable information, into artificial intelligence technologies, resulting in such
information becoming part of a dataset that is accessible by third-party artificial intelligence applications and
users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or
actions. Further, we may not be able to control how third-party artificial intelligence technologies that we
choose to use are developed or maintained, or how data we input is used or disclosed, even where we have
sought contractual protections with respect to these matters. The misuse or misappropriation of our data could
have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or
actions. In addition, we have and may continue to communicate externally regarding artificial technology-
49
related initiatives, including our development and use of artificial intelligence technologies, which subjects us
to the risk of being accused of making inaccurate or misleading statements regarding our ability to avail
ourselves of the potential benefits of artificial intelligence.
Regulations related to artificial intelligence may also impose on us certain obligations and costs related to
monitoring and compliance.
Our failure or inability to obtain, maintain, protect and enforce our trademarks, service marks, trade
names and other intellectual property rights could adversely affect our business, including the value of our
brands.
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. Despite
our efforts to obtain, maintain, protect and enforce our trademarks, service marks, trade names and other
intellectual property rights in the United States and other jurisdictions, there can be no assurance that these
protections will be available in all cases, and our trademarks, service marks, trade names or other intellectual
property rights could be challenged, invalidated, declared generic, circumvented, infringed or otherwise
violated. We may be unable to successfully resolve conflicts to our satisfaction. In the event that our
trademarks, service marks or trade names are successfully challenged, we could be forced to rebrand our
products, services or business, which could result in loss of brand recognition and could require us to devote
resources towards advertising and marketing new brands. Over the long term, if we are unable to establish
name recognition based on our trademarks, service marks and trade names, then we may not be able to
compete effectively. Any claims or customer confusion related to our trademarks, service marks or trade
names could damage our reputation and brand and substantially harm our business, liquidity, financial
condition and results of operations.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the
laws of the United States. Accordingly, we may choose not to seek protection in certain countries, and we will
not have the benefit of protection in such countries. Moreover, any changes in, or unexpected interpretations
of, intellectual property laws in any jurisdiction may compromise our ability to obtain, maintain, protect and
enforce our intellectual property rights. Policing and enforcing our intellectual property rights is difficult,
costly and may not always be effective.
We may face damage to our professional reputation and legal liability if our services are not regarded
as satisfactory or for other reasons.
As a financial services firm, we depend to a large extent on our relationships with our clients and our
reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a
client is not satisfied with our services, such dissatisfaction may be more damaging to our business than to
other types of businesses.
In recent years, the volume of claims and amount of damages claimed in litigation and regulatory
proceedings against financial advisors has been increasing. Our asset management and advisory activities may
subject us to the risk of significant legal liabilities to our clients and third parties, including our clients’
stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading
statements made in connection with securities and other transactions. In our investment management business,
we make investment decisions on behalf of our clients, or make investment recommendations to our clients,
that could result in substantial losses. Any such losses also may subject us to the risk of legal and regulatory
liabilities or actions alleging negligent misconduct, fraud, breach of fiduciary duty or breach of contract.
These risks often may be difficult to assess or quantify, and their existence and magnitude often remain
unknown for substantial periods of time. From time to time, we have been and may in the future be subject to
legal action and incur significant legal expenses in defending such litigation. In addition, negative publicity
and press speculation about us, our investment activities or the private markets in general, whether or not
based in truth, or litigation or regulatory action against us or any third-party managers recommended by us or
50
involving us may tarnish our reputation and harm our ability to attract and retain clients and materially
adversely affect our financial condition or results of operations. Also, events that damage the reputation of our
industry generally, such as highly publicized incidents of fraud or other scandals, could have a material
adverse effect on our business, regardless of whether any of these events directly relate to our specialized
funds, customized separate accounts or advisory accounts. Substantial legal or regulatory liability could
materially and adversely affect our business, financial condition or results of operations or cause significant
reputational harm to us, which could seriously harm our business.
We are subject to increasing scrutiny from clients, investors, regulators, elected officials, stockholders
and other stakeholders with respect to ESG matters, which may constrain investment opportunities for our
specialized funds, adversely affect our ability to raise capital from clients and investors and result in
increased costs or otherwise adversely affect us.
We, our specialized funds and customized separate accounts and portfolio companies in which our
specialized funds and customized separate accounts invest are subject to increasing scrutiny from clients,
investors, regulators, elected officials, stockholders and other stakeholders with respect to ESG matters.
Conversely, concerns have been raised, primarily in the United States, as to whether the incorporation of ESG
factors into the investment and portfolio management process may be inconsistent with the fiduciary duty to
maximize return.
Our investment activities employ risk management tools and frameworks that seek to manage and reduce
risks, including incorporating a risk management focus on ESG issues. However, “ESG” can be interpreted
under a broad range of definitions. Certain investors have demonstrated an increased focus on ESG in their
investments, including by urging asset managers to take certain actions that could adversely affect the value
of an investment, or refrain from taking certain actions that could improve the value of an investment. At
times, clients and investors have limited participation in certain investment opportunities and/or conditioned
future capital commitments on the taking or refraining from taking of such actions. Clients’ and investors’
increased focus on ESG and similar matters may constrain our investment opportunities. We may also be
subject to competing demands from different clients, investors and other stakeholders with divergent views on
ESG matters, including the role of ESG in the investment process. In addition, clients and investors may
decide to not commit capital to future fundraises based on their assessment of how we approach and consider
the ESG cost of investments and whether the return-driven objectives of our specialized funds and customized
separate accounts align with their ESG priorities. This divergence increases the risk that any action or lack
thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely
impact our reputation and business.
For example, government authorities of certain U.S. states have requested information from and publicly
scrutinized certain asset managers with respect to whether such managers have adopted ESG policies that
would restrict investing in certain industries or sectors, such as traditional energy. These authorities have
indicated that such asset managers may lose opportunities to manage money belonging to these states and
their pension funds to the extent the asset managers boycott or take similar actions with respect to certain
industries. Adopting specific ESG investment restrictions may impair our ability to access capital from certain
clients and investors, and we may in turn not be able to maintain or increase the size of our specialized funds
or raise sufficient capital for new specialized funds, which may adversely impact our revenues. If we do not
successfully manage ESG-related expectations across the varied interests of our stakeholders, including
existing or potential clients and investors, our ability to access and deploy capital may be adversely impacted.
In addition, a failure to successfully manage ESG-related expectations may negatively impact our reputation
and erode stakeholder trust.
As part of their increased focus on the allocation of their capital to environmentally sustainable economic
activities, certain clients and investors have also begun to request or require data and/or use third-party
benchmarks and ESG ratings to allow them to monitor the ESG impact of their investments. Clients may also
require the achievement of certain science-based targets related to climate action in their investments, and we
may be unable to generate the necessary data or result. In addition, regulatory initiatives to require more
disclosures regarding ESG matters are becoming increasingly common, which may further increase the
51
number and type of clients and investors who place importance on these issues and who demand certain types
of reporting from us.
The transition to sustainable finance accelerates existing risks and raises new risks for our business that
may impact our profitability and success. In particular, ESG matters have been the subject of increased focus
by certain regulators, including in the United States and the EU, particularly with respect to the accuracy of
statements made regarding ESG practices, initiatives and investment strategies. The SEC has established an
enforcement task force to examine ESG practices and disclosures by public companies and investment
managers and identify inaccurate or misleading statements, often referred to as “greenwashing.” There have
been enforcement actions relating to ESG disclosures and policies and procedures failures, and we expect that
there will be a greater level of enforcement activity in this area in the future. The SEC has focused on the
labeling by funds of their activities or investments as “sustainable” and examined the methodology used for
determining ESG investments, with a focus on whether such labeling is misleading. The SEC has also
recently adopted new climate-disclosure rules, which are applicable to us, and proposed or adopted ESG-
related rules for investment advisers and for Investment Company Act funds that address, among other things,
enhanced ESG-related disclosure requirements concerning the use of ESG themes in their investing practices.
This could increase the risk that we are perceived as, or accused of, “greenwashing”. Such perception or
accusation could damage our reputation, result in litigation or regulatory actions, and adversely impact our
ability to raise capital and attract new investors. Further, if regulators disagree with the procedures or
standards we use for ESG or impact investing, or new regulations or legislation require a methodology of
measuring or disclosing ESG impact that is different from our current practice, it could result in fines or other
regulatory sanctions, which could have a material adverse effect on fundraising efforts, our business as a
whole and our reputation. See “—Climate change, climate change-related regulation and sustainability
concerns could adversely affect our business and the operations of portfolio companies in which our
specialized funds and customized separate accounts invest, and any actions we take or fail to take in response
to such matters could damage our reputation.”
The complexity and relative nascency of the global regulatory framework with respect to ESG matters
increases the risk that any act or lack thereof with respect to ESG matters will be perceived negatively by a
governmental authority or regulator. A lack of harmonization globally in relation to ESG legal and regulatory
reform leads to a risk of fragmentation across global jurisdictions. This may create conflicts across our global
business, which could risk inhibiting our future implementation of, and compliance with, rapidly developing
ESG standards and requirements. Failure to keep pace with sustainability transitions could impact our
competitiveness in the market and damage our reputation resulting in a material adverse effect on our
business. Failure to manage risks involving ESG investing and compliance also could result in a material
adverse effect on our business.
We may consider ESG factors in connection with investments for certain of our specialized funds and
customized separate accounts, and certain of our specialized funds are constructed with specific ESG or
impact components. Because ESG factors are not universally agreed upon or accepted by investors, our
consideration of ESG factors or construction of specific ESG or impact funds could attract opposition from
certain segments of our existing and potential client base. Any actual opposition to our consideration of ESG
factors could impact our ability to maintain or raise capital for our funds, which may adversely impact our
revenues.
We may also communicate certain initiatives, commitments and goals regarding environmental, diversity,
and other ESG-related matters in our SEC filings or in other disclosures by us or our specialized funds. For
example, we have publicly pledged to reaching net-zero emissions by 2050 across our discretionary assets
under management and to achieving carbon neutrality for our operations going back to 2019. These
initiatives, commitments and goals could be difficult and expensive to implement, the personnel, processes
and technologies needed to implement them may not be cost effective and may not advance at a sufficient
pace, and we may not be able to accomplish them within the timelines we announce or at all. We could, for
example, determine that it is not feasible or practical to implement or complete certain of such initiatives,
commitments or goals based on cost, timing or other considerations. In addition, we could be criticized for the
accuracy, adequacy or completeness of the disclosure related to our or our specialized funds’ or customized
52
separate accounts’ ESG-related policies, practices, initiatives, commitments and goals, and progress against
those goals, which disclosure may be based on frameworks and standards for measuring progress that are still
developing, internal controls and processes that continue to evolve, and assumptions that are subject to change
in the future. We could also be criticized for the scope or nature of our initiatives or goals or for any revisions
to these goals. Further, as part of our ESG practices, we rely from time to time on third-party data, services
and methodologies and such services, data and methodologies could prove to be incomplete or inaccurate. If
our or such third parties’ ESG-related data, processes or reporting are incomplete or inaccurate, or if we fail to
achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, we may be
subject to enforcement action and our reputation could be adversely affected, particularly if in connection
with such matters we were to be accused of “greenwashing”.
Climate change, climate change-related regulation and sustainability concerns could adversely affect
our business and the operations of portfolio companies in which our specialized funds and customized
separate accounts invest, and any actions we take or fail to take in response to such matters could damage
our reputation.
We, our specialized funds and customized separate accounts and portfolio companies in which our
specialized funds and customized separate accounts invest face risks associated with climate change,
including risks related to the impact of climate- and ESG-related legislation and regulation (both domestically
and internationally), risks related to technology- and climate change-related business trends (such as the
process of transitioning to a lower-carbon economy) and risks stemming from the physical impacts of climate
change.
New climate change and sustainability-related regulations or interpretations of existing laws will result in
enhanced disclosure obligations, which could negatively affect us, our specialized funds and customized
separate accounts and portfolio companies in which they invest and materially increase the regulatory burden
and cost of compliance. For example, in March 2024, the SEC adopted final rules regarding the enhancement
and standardization of mandatory climate-related disclosures. The new rules mandate extensive disclosure of
climate-related data and risks, including financial impacts, physical and transition risks, related governance
and strategy, and greenhouse gas emissions, for certain public companies. The final rules are subject to legal
challenges in the United States. If the rules become effective in their current form, we will be required to
provide the enhanced climate-related disclosures. Further, in October 2023, California enacted climate
disclosure laws, requiring certain companies that do business in California to publicly disclose their Scope 1,
2, and 3 greenhouse gas emissions and issue public reports on their climate-related financial risk and related
mitigation measures. While the full impact of these new rules and regulations on our business is still
uncertain, such increased obligations may require us to incur significant additional costs to comply, including
the implementation of additional internal controls, processes and procedures and increased oversight
obligations on our management and board of directors. In the EU, the SFDR currently imposes disclosure
requirements on certain of our funds and the EU Taxonomy Regulation supplements SFDR’s disclosure
requirements for certain entities and sets out a framework for classifying economic activities as
“environmentally sustainable.” There is considerable legal uncertainty about how to comply with these
regimes. We cannot guarantee that our current approach will meet future regulatory requirements, reporting
frameworks or best practices. Collecting, measuring and reporting the information and metrics required under
the various existing regulations has imposed administrative burden and increased cost on us, and such burden
and cost are likely to increase as new regulations are enacted, particularly if the requirements imposed on us
by various regulations lack harmonization on a global basis. We may also communicate certain climate-
related initiatives, commitments and goals in our SEC filings or in other disclosures, which subjects us to
additional risks, including the risk of being accused of “greenwashing”.
Certain portfolio companies in which our specialized funds and customized separate accounts invest
operate in sectors that could face transition risk if carbon-related regulations or taxes are implemented. For
certain of these portfolio companies, business trends related to climate change may require capital
expenditures, product or service redesigns, and changes to operations and supply chains to meet changing
customer expectations. While this can create opportunities, not addressing these changed expectations could
create business risks for portfolio companies, which could negatively impact the returns in our specialized
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funds and customized separate accounts. Further, advances in climate science may change society’s
understanding of sources and magnitudes of negative effects on climate, which could also negatively impact
portfolio company financial performance. Further, significant chronic or acute physical effects of climate
change, including extreme weather events such as hurricanes or floods, can also have an adverse impact on
certain portfolio companies and investments, especially those that rely on physical factories, plants or stores
located in the affected areas, or that focus on tourism or recreational travel. As the effects of climate change
increase, we expect the frequency and impact of weather and climate-related events and conditions to increase
as well.
In addition, our reputation may be harmed if certain stakeholders, such as our clients or stockholders,
believe that we are not adequately or appropriately responding to climate change, including through the way
in which we operate our business, the composition of our specialized funds’ and customized separate
accounts’ existing portfolios, the new investments made by them, or the decisions we make to continue to
conduct or change our activities in response to climate change considerations.
Our international operations are subject to certain risks, which may affect our revenue.
We intend to continue to grow our non-U.S. business, including growth into new regions with which we
have less familiarity and experience, and this growth is important to our overall success. In addition, many of
our clients are non-U.S. entities seeking to invest in U.S. funds and operating companies. Our international
operations carry special financial and business risks, which could include the following:
•
greater difficulties in managing and staffing foreign operations;
•
fluctuations in foreign currency exchange rates that could adversely affect our results;
•
additional costs of complying with, and exposure to liability under, foreign regulatory regimes;
•
unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;
•
longer transaction cycles;
•
higher operating costs;
•
local labor conditions and regulations;
•
adverse consequences or restrictions on the repatriation of earnings;
•
potentially adverse tax consequences, such as trapped foreign losses;
•
less stable political and economic environments;
•
potentially heightened risk of theft or compromise of data and intellectual property, in particular in
those jurisdictions that do not have levels comparable to the United States of protection of proprietary
information and assets such as intellectual property, trademarks, trade secrets, know-how and client
information and records;
•
potentially compromised protections or rights to technology, data and intellectual property due to
government regulation;
•
terrorism, political hostilities, war, public health crises and other civil disturbances or other
catastrophic events, which may reduce business activity, threaten the safety of our international
offices, employees and clients, and affect our plans to expand in particular regions;
•
cultural and language barriers and the need to adopt different business practices in different
geographic areas; and
•
difficulty collecting fees and, if necessary, enforcing judgments.
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As part of our day-to-day operations outside the United States, we are required to create compensation
programs, employment policies, compliance policies and procedures and other administrative programs that
comply with the laws of multiple countries. We also must communicate and monitor standards and directives
across our global operations. Our failure to successfully manage and grow our geographically diverse
operations could impair our ability to react quickly to changing business and market conditions and to enforce
compliance with non-U.S. standards and procedures. If our international business increases relative to our
total business, these factors could have a more pronounced effect on our results of operations or growth
prospects.
A significant amount of the investments of our specialized funds, customized separate accounts and
advisory accounts include private markets funds that are located outside the United States or that invest in
portfolio companies located outside the United States. Such non-U.S. investments involve certain factors not
typically associated with U.S. investments, including risks related to (i) currency exchange matters, such as
exchange rate fluctuations between the U.S. dollar and the foreign currency in which the investments are
denominated or commitments to the specialized funds or portfolio funds are denominated, and costs
associated with conversion of investment proceeds and income from one currency to another, (ii) differences
between the U.S. and foreign capital markets, including the absence of uniform accounting, auditing, financial
reporting and legal standards, practices and disclosure requirements and less government supervision and
regulation, (iii) certain economic, social and political risks, including exchange control regulations and
restrictions on foreign investments and repatriation of capital, the risks of war, political, economic or social
instability, and (iv) the possible imposition of foreign taxes with respect to such investments or confiscatory
taxation. These risks could adversely affect the performance of our specialized funds, customized separate
accounts and advisory accounts that are invested in securities of non-U.S. companies, which would adversely
affect our business, financial condition and results of operations.
Any payment of distributions, loans or advances to and from our subsidiaries could be subject to
restrictions on or taxation of dividends or repatriation of earnings under applicable local law, monetary
transfer restrictions, foreign currency exchange regulations in the jurisdictions in which our subsidiaries
operate or other restrictions imposed by current or future agreements, including debt instruments, to which
our non-U.S. subsidiaries may be a party. As a result, there is a risk that we may not be able to send capital to
or receive capital from our operating subsidiaries. Our business, financial condition and results of operations
could be adversely impacted, possibly materially, if we are unable to successfully manage these and other
risks of international operations in a volatile environment. If our international business increases relative to
our total business, these factors could have a more pronounced effect on our operating results or growth
prospects.
A pandemic or global health crisis may adversely impact our performance and results of operations.
From 2020 to 2022, in response to the COVID-19 pandemic, many countries instituted quarantine
restrictions and took other measures to limit the spread of the virus. Such restrictions adversely impacted
global commercial activity and contributed to significant disruption and uncertainty in the global financial
markets, resulting in increased volatility in equity prices (including our Class A common stock), supply chain
disruptions and an increase in inflationary pressures, among other things. The occurrence of another pandemic
or global health crisis, could increase the possibility of periods of increased restrictions on business
operations, which may adversely impact our business, financial condition, results of operations, liquidity and
prospects materially and exacerbate many of the other risks discussed in this Form 10-K.
It is not possible to predict with certainty the possible future business and economic ramifications arising
from the occurrence of another pandemic or global health crisis, but such events could: (i) restrict our ability
to easily travel and meet with prospective and current clients in person (which inhibits building and
strengthening our relationships with them); (ii) impede our ability to market our funds and attract new
business (which may result in lower or delayed revenue growth); (iii) restrict our ability to conduct on-site
due diligence as may be appropriate for a potential investment (which can impede the identification of
investment risks); (iv) cause a slowdown in fundraising activity (which could result in delayed or decreased
management fees); (v) cause a slowdown in our deployment of capital (which could adversely affect our
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revenues and our ability to raise capital for new or successor funds); (vi) limit the ability of general partners to
exit existing investments (which could decrease incentive fee revenue); and (vii) adversely impact our
liquidity and cash flows due to declines in revenues. Further, our specialized funds and customized separate
accounts could be invested in industries that are materially impacted, and companies in those industries could
suffer materially, become insolvent or cease operations altogether, any of which would decrease the value of
the investments and/or cause significant volatility in valuations. Decreases in public markets and credit
indices as well as decreases in current or future estimated performance of underlying portfolio companies may
result in negative valuation adjustments that will be reported on a three-month lag in accordance with our
accounting policy. Adverse investment valuations directly impact our investments, equity in income of
investees, unrealized carried interest, AUM and AUA for the period.
In addition, a pandemic or global health crisis may pose enhanced operational risks. For example, our
employees may become sick or otherwise unable to perform their duties for an extended period, which may
cause us to experience a loss of productivity or a delay in the implementation of strategic plans. In addition to
any potential impact of extended illness on our operations, we may be exposed to the risk of litigation by our
employees against us for, among other things, failure to take adequate steps to protect their well-being. Local
laws may also be subject to rapid change, which can lead to confusion, make compliance with new laws
uncertain and subject us to additional increased litigation risks. Extended public health restrictions and remote
working arrangements may also impact employee morale, integration of new employees and preservation of
our culture. Remote working environments may also be less secure and more susceptible to hacking attacks.
Moreover, our third party service providers could be impacted by an inability to perform due to pandemic-
related restrictions or by failures of, or attacks on, their technology platforms.
Risks Related to Our Industry
The investment management business is intensely competitive.
The investment management business is intensely competitive, with competition based on a variety of
factors, including investment performance, the quality of service provided to clients, investor availability of
capital and willingness to invest, investment terms and conditions (including fees and liquidity terms), brand
recognition and business reputation. Our investment management business competes with a variety of
traditional and alternative asset managers, commercial banks, investment banks and other financial
institutions, and we expect that competition will continue to increase. A number of factors serve to increase
our competitive risks:
•
some of our competitors have more relevant experience, greater financial and other resources and
more personnel than we do;
•
some of our specialized funds and customized separate accounts or the investments that we
recommend to our clients may not perform as well as competitors’ funds or other available
investment products;
•
there are relatively few barriers to entry impeding new asset management firms, including a relatively
low cost of entering these lines of business, and the successful efforts of new entrants into our various
lines of business is expected to continue to result in increased competition;
•
if allocation of assets to alternative investment strategies increases, there will be increased
competition for alternative investments and access to fund general partners and managers;
•
some of our competitors may have a lower cost of capital and access to funding sources that are not
available to us, which may create competitive disadvantages for us with respect to our specialized
funds, particularly funds that directly use leverage or rely on debt financing of their portfolio
companies to generate superior investment returns;
•
some of our competitors may be more successful than us in the development of new products to
address investor demand for new or different investment strategies and/or regulatory changes,
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including with respect to products with mandates that incorporate ESG considerations, or products
that are targeted toward retail;
•
further innovations in financial technology (or fintech) have the potential to disrupt the financial
industry and change the way financial institutions, as well as investment managers, do business, and
could exacerbate these competitive pressures;
•
some of our competitors may be more successful than us in the development and implementation of
new technology to address investor demand for product and strategy innovation;
•
some of our competitors may have instituted, or may institute, low cost, high speed financial
applications and services based on artificial intelligence, and new competitors may enter the
investment management space using new investment platforms based on artificial intelligence;
•
some of our competitors may be subject to less regulation and accordingly may have more flexibility
to undertake and execute certain strategies or investments than us and/or bear less compliance
expense than us;
•
some of our competitors may have more flexibility than us in raising certain types of investment
funds under the investment management contracts they have negotiated with their clients;
•
some of our competitors may have more expertise or be regarded by investors as having more
expertise in a specific strategy or geographic region;
•
certain investors may prefer to invest with private partnerships; and
•
other industry participants will from time to time seek to recruit our investment professionals and
other employees away from us.
This competitive pressure could adversely affect our ability to make successful investments and restrict
our ability to raise future funds, either of which would materially and adversely impact our business, financial
condition and results of operations.
Difficult or volatile market, economic and geopolitical conditions can adversely affect our business and
the investments made by our specialized funds, customized separate accounts and advisory accounts in
many ways, each of which could materially reduce our revenue, earnings and cash flow.
Our business and the performance of investments made by our specialized funds, customized separate
accounts and advisory accounts can be materially affected by difficult or volatile market, economic and
geopolitical conditions and events in the United States or throughout the world that are outside our control,
including interest rates, inflation, economic recession, the availability of credit, changes in laws, trade
barriers, public health crises, natural disasters, civil unrest, trade conflicts, war or threat of war, terrorism or
political uncertainty. These factors may affect the level and volatility of securities prices and the liquidity and
value of investments, and we may not be able to or may choose not to manage our exposure to them.
While inflation has decreased in the United States compared to prior years, calendar year 2023 was
characterized by elevated inflation and high interest rates, which contributed to significant volatility in the
debt and equity markets. In addition, geopolitical conflicts outside of our control, including the ongoing war
between Russia and the Ukraine and an evolving conflict in the Middle East, have contributed and may
continue to contribute to volatility in the global financial markets, which may adversely impact our
performance and the performance of our funds.
Market deterioration has caused us, the specialized funds and customized separate accounts we manage
and the funds in which they invest to experience tightening of liquidity, reduced earnings and cash flow and
impairment charges, as well as challenges in raising and deploying capital, obtaining investment financing
and making investments on attractive terms. We have also been required by applicable accounting rules to
write down the valuations of investments. These market conditions have also impacted our ability and the
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ability of funds in which we and our clients invest to liquidate positions in a timely and efficient manner. In
fiscal 2024, there were fewer IPOs and sales of the portfolio companies in our funds. To the extent periods of
volatility are coupled with a lack of realizations from clients’ existing private markets portfolios, such clients
may be left with disproportionately outsized remaining commitments, which significantly limits their ability
to make new commitments. In addition, during periods of adverse market, economic or geopolitical
conditions, our specialized funds may have difficulty accessing financial markets, which could make it more
difficult or impossible for them to obtain funding for additional investments. A general market downturn, or a
specific market dislocation, may result in lower investment returns for our funds, which would adversely
affect our revenues. Furthermore, such conditions could also increase the risk of default with respect to
investments held by our funds that have significant debt investments.
Our business could generate lower revenue in a general economic downturn or a tightening of global
credit markets. A general economic downturn or tightening of global credit markets may cause us to write
down the valuations of investments and result in reduced opportunities to find suitable investments and make
it more difficult for us, or the funds in which we and our clients invest, to exit and realize value from existing
investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios
and a decrease in incentive fee revenue. Any reduction in the market value of the assets we manage will not
likely be reported until one or more quarters after the end of the applicable performance period due to an
inherent lag in the valuation process of private markets investments. This can result in a mismatch between
stated valuation and current market conditions and can lead to delayed revelations of changes in performance
and, therefore, delayed effects on our clients’ portfolios. If our clients reduce their commitments to make
investments in private markets in favor of investments they perceive as offering greater opportunity or lower
risk, our revenue or net income could decline as a result of lower fees being paid to us. Further, if, due to the
lag in reporting, their decision to do so is made after the initial effects of a market downturn are felt by the
rest of the economy, the adverse effect we experience as a result of that decision could likewise adversely
affect our results of operations on a delayed basis.
In addition, our ability to find high-quality investment managers with whom to invest could become more
limited in deteriorating or difficult market environments. Any such occurrence could delay our ability to
invest capital, lead to lower returns on invested capital and have a material adverse effect on our business,
financial condition and results of operations.
Our profitability may also be adversely affected by our fixed costs and the possibility that we would be
unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to
changes in market and economic conditions. This risk may be further exacerbated if, as a result of poor fund
performance or difficult market and fundraising environments, investors and clients negotiate lower fees or
fee concessions that are materially less favorable to us than our desired fee structure. If our revenue declines
without a commensurate reduction in our expenses, our net income will be reduced.
In recent years, lending markets experienced challenges amid the failure of multiple regional banks in the
United States and elsewhere, which created bank-specific and broader financial institution liquidity risk
concerns. Future adverse developments with respect to specific financial institutions or the broader financial
services industry may lead to market-wide liquidity shortages and could have a negative impact on the
economy and business activity globally, and therefore could adversely affect the performance of our business,
specialized funds, customized separate accounts and advisory accounts. For information regarding risks
related to our indebtedness, see “—Our indebtedness may expose us to substantial risks, and our cash
balances are exposed to the credit risks of the financial institutions at which they are held”. Furthermore, any
new or incremental regulatory measures for the U.S. financial services industry may increase costs and create
regulatory uncertainty and additional competition for our products. In addition, if the United States were to
default on its debt, the negative ramifications on the U.S. and global economies could be unprecedented and
long-lasting and may dramatically exacerbate risks highlighted here and elsewhere in this Form 10-K.
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Extensive government regulation, compliance failures and changes in law or regulation could
adversely affect us.
Our business activities are subject to extensive and evolving laws, rules and regulations with which we
seek to comply, and we are subject to periodic, routine examinations by governmental agencies, including the
SEC, and self-regulatory organizations in the jurisdictions in which we operate. Any changes or potential
changes in the regulatory framework applicable to our business may impose additional expenses or capital
requirements on us, limit our fundraising activities, have an adverse effect on our results of operations,
financial condition, reputation or prospects, impair employee retention or recruitment and require substantial
attention by senior management. Currently proposed new rules and amendments to existing rules could
significantly impact us and our operations, including by increasing compliance burdens and associated
regulatory costs and complexity and reducing the ability to receive certain expense reimbursements or
indemnification in certain circumstances. In addition, these potential rules enhance the risk of regulatory
action, which could adversely impact our reputation and our fundraising efforts, including as a result of public
regulatory sanctions and increased regulatory enforcement activity in the financial services industry. It is
impossible to determine the extent of the impact of any new laws, regulations, initiatives or regulatory
guidance that may be proposed or may become law on our business or the markets in which we operate, but
they could make it more difficult for us to operate our business.
Governmental authorities around the world have implemented or are implementing financial system and
participant regulatory reform in reaction to volatility and disruption in the global financial markets, financial
institution failures and financial frauds. Such reform includes, among other things, additional regulation of
investment funds, as well as their managers and activities, including: compliance, risk management and anti-
money laundering procedures; expense allocation policies and practices; restrictions on specific types of
investments and the provision and use of leverage; implementation of capital requirements; limitations on
compensation to managers; and books and records, reporting and disclosure requirements. We cannot predict
with certainty the impact on us, our specialized funds or customized separate accounts, or on private markets
funds generally, of any such reforms. Any regulatory reform measures could have an adverse effect on our
specialized funds’ and customized separate accounts’ investment strategies or our business model. We may
incur significant expense in order to comply with such reform measures and may incur significant liabilities if
regulatory authorities determine that we are not in compliance.
We could also be adversely affected by changes in applicable tax laws, regulations, or administrative
interpretations thereof. For example, the Inflation Reduction Act imposes, among other things, a new excise
tax on stock repurchases. These and other changes could adversely affect the amount and/or timing of tax we
may be required to pay. The current administration has also proposed to increase individual ordinary and
capital gains tax rates, which would increase the amount of tax distributions that HLA is required to pay to its
members. See “—Risks Related to our Organizational Structure—In certain circumstances, HLA is required
to make distributions to us and the direct and indirect owners of HLA, and the distributions that HLA will be
required to make may be substantial.” Other changes that could be enacted in the future, including changes to
tax laws enacted by state or local governments in jurisdictions in which we operate, could result in further
changes to state and local taxation and materially adversely affect our financial position and results of
operations.
In addition, our effective tax rate and tax liability are based on the application of current income tax laws,
regulations and treaties. These laws, regulations and treaties are complex, and the manner in which they apply
to us and our funds is sometimes open to interpretation. Significant management judgment is required in
determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance
recorded against our net deferred tax assets. The tax authorities could challenge our interpretation of laws,
regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that
could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and
retain key personnel.
Our advisory and investment management businesses are subject to regulation in the United States,
including by the SEC, the Commodity Futures Trading Commission, the Internal Revenue Service (the
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“IRS”), FINRA and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act,
the Securities Act, the Code, the Commodity Exchange Act, the Investment Company Act and the Exchange
Act. Any change in such regulation or oversight may have a material adverse impact on our operating results.
For example, in August 2023, the SEC adopted new rules and amendments under the Investment Advisers
Act (the “Private Fund Adviser Rules”), which require registered investment advisers to distribute quarterly
statements containing detailed information about, among other things, compensation, fees and expenses,
investments, and performance; obtain an annual audit for private funds; and obtain a fairness or valuation
opinion and make certain disclosures in connection with adviser-led secondary transactions. While the full
extent of the new rules’ impact cannot yet be determined, especially given a pending legal challenge, we
anticipate that these new rules will increase regulatory and compliance costs, place additional burdens on our
resources, including the time and attention of our personnel, and heighten the risk of regulatory action.
We regularly rely on exemptions from various applicable laws. These exemptions are sometimes highly
complex and may in certain circumstances depend on compliance by third parties whom we do not control. If,
for any reason, these exemptions were to be revoked or challenged or otherwise become unavailable to us, we
could be subject to regulatory action or third-party claims, and our business could be materially and adversely
affected. Our failure to comply with applicable laws, regulations or regulatory processes could result in fines,
suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser
or the registration of our broker-dealer subsidiary. Even if an investigation does not result in sanctions, or
results in a sanction imposed against us or our personnel that is small in monetary amount, the adverse
publicity relating to the investigation or the imposition of sanctions against us by regulators could harm our
reputation and cause us to lose existing clients or fail to gain new clients. The requirements imposed by our
regulators under the Investment Advisers Act are designed primarily to ensure the integrity of the financial
markets and to protect our clients and are not designed to protect our stockholders.
In the wake of highly publicized financial failures, including the recent banking failures experienced in
March 2023, investors exhibited concerns over the integrity of the U.S. financial markets, and the regulatory
environment in which we operate is subject to further regulation in addition to those rules already
promulgated. For example, there are a significant number of regulations that affect our business under the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The SEC in
particular continues to increase its regulation of the asset management and private equity industries, focusing
on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of fund
investment opportunities, disclosures to fund investors, the allocation of broken-deal expenses and general
conflicts of interest disclosures. The SEC has also heightened its focus on the valuation practices employed by
investment advisers. The lack of readily ascertainable market prices for many of the investments made by our
specialized funds or customized separate accounts or the funds in which we invest could subject our valuation
policies and processes to increased scrutiny by the SEC. We may be adversely affected as a result of new or
revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory
authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely
affected by changes in the interpretation or enforcement of existing laws and rules by these governmental
authorities and self-regulatory organizations.
To the extent that HLA is a “fiduciary” under ERISA, with respect to benefit plan clients, it is subject to
ERISA, and to regulations promulgated thereunder. ERISA and applicable provisions of the Code impose
certain duties on persons who are fiduciaries under ERISA, prohibit certain transactions involving ERISA
plan clients and provide monetary penalties for violations of these prohibitions. Our failure to comply with
these requirements could have a material adverse effect on our business.
In addition, HLA is registered as an investment adviser with the SEC and is subject to the requirements
and regulations of the Investment Advisers Act. Such requirements relate to, among other things, restrictions
on entering into transactions with clients, maintaining an effective compliance program, incentive fees,
solicitation arrangements, allocation of investments, recordkeeping and reporting requirements, disclosure
requirements, limitations on agency cross and principal transactions between an adviser and their advisory
clients, as well as general anti-fraud prohibitions. As a registered investment adviser, HLA has fiduciary
duties to its clients. Similarly, our subsidiary, Hamilton Lane Securities LLC, is registered as a broker-dealer
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with the SEC and FINRA, and it is subject to their rules and regulations. We regularly are subject to requests
for information, inquiries and routine informal or formal examinations by the SEC and other regulatory
authorities, with which we cooperate. Such examinations can result in fines, suspensions of personnel,
changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-
desist orders, the suspension or termination of our investment adviser or broker-dealer registrations or the
commencement of a civil or criminal lawsuit against us or our personnel. SEC actions and initiatives can have
an adverse effect on our financial results. Even if an investigation or proceeding did not result in a sanction, or
the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse
publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation
and cause us to lose existing clients or fail to gain new clients.
In addition, a number of jurisdictions, including the United States, have restrictions on foreign direct
investment pursuant to which their respective heads of state and/or regulatory bodies have the authority to
block or impose conditions with respect to certain transactions, such as investments, acquisitions and
divestitures, if such transaction threatens to impair national security. In the United States, the Committee on
Foreign Investment in the United States has the authority to review and potentially block, unwind or impose
conditions on certain foreign investments in U.S. companies or real estate, which may reduce the number of
potential buyers and limit the ability of our funds to realize value from certain existing and future
investments. In addition, in August 2023, President Biden signed an Executive Order which prohibits certain
investments by U.S. persons in advanced technology sectors in China and jurisdictions designated as
“countries of concern.” Even state regulatory agencies may impose restrictions on investments in certain types
of assets, which could affect our ability to find attractive and diversified investments and to complete such
investments in a timely manner. Other countries continue to establish and/or strengthen their own national
security investment clearance regimes, which could have a corresponding effect of limiting our ability to
make investments in such countries. Complying with these laws imposes potentially significant costs and
complex additional burdens, and any failure by us, our specialized funds, customized separate accounts or the
portfolio companies in which they invest to comply with them could expose us to significant penalties,
sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm.
Federal, state and foreign anti-corruption and sanctions laws create the potential for significant
liabilities and penalties and reputational harm.
We are also subject to a number of laws and regulations governing payments and contributions to political
persons or other third parties, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”)
as well as sanctions and export control laws administered by the Office of Foreign Assets Control (“OFAC”),
the U.S. Department of Commerce and the U.S. Department of State. The FCPA is intended to prohibit
bribery of foreign governments and their officials and political parties, and requires public companies in the
United States to keep books and records that accurately and fairly reflect those companies’ transactions.
OFAC, the U.S. Department of Commerce and the U.S. Department of State administer and enforce various
export control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and
national security goals against targeted foreign states, organizations and individuals. These laws and
regulations relate to a number of aspects of our business, including servicing existing fund investors, finding
new fund investors, and sourcing new investments, as well as activities by the portfolio companies in our
investment portfolio or other controlled investments.
Similar laws in non-U.S. jurisdictions, such as EU sanctions or the U.K. Bribery Act, as well as other
applicable anti-bribery, anti-corruption, anti-money laundering, or sanction or other export control laws in the
United States and abroad, may also impose stricter or more onerous requirements than the FCPA, OFAC, the
U.S. Department of Commerce and the U.S. Department of State, and implementing them may disrupt our
business or cause us to incur significantly more costs to comply with those laws. Different laws may also
contain conflicting provisions, making compliance with all laws more difficult. If we fail to comply with
these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties,
reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which
could negatively affect our business, operating results and financial condition. In addition, we may be subject
to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or
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other export control laws committed by companies in which we or our funds invest or which we or our funds
acquire. While we have developed and implemented policies and procedures designed to ensure strict
compliance by us and our personnel with the FCPA and other anti-corruption, sanctions and export control
laws in jurisdictions in which we operate, such policies and procedures may not be effective to prevent
violations. Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions
or export control laws could subject us to, among other things, civil and criminal penalties, material fines,
profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor
confidence, any one of which could adversely affect our business prospects, financial condition, results of
operations or the market value of our Class A common stock.
Regulation of investment advisors outside the United States could adversely affect our ability to operate
our business.
We provide investment advisory and other services and raise funds in a number of countries and
jurisdictions outside the United States. In many of these countries and jurisdictions, which include the U.K.,
the EU, the EEA, certain of the individual member states of each of the EU and EEA, Australia, Canada,
China, Hong Kong, Israel, Mexico, Singapore, South Korea, Switzerland and Japan, we and our operations,
and in some cases our personnel, are subject to regulatory oversight and requirements. In general, these
requirements relate to registration, licenses for our personnel, periodic inspections, marketing activities, the
provision and filing of periodic reports, and obtaining certifications and other approvals. Across the EU and
U.K., we are subject to the AIFMD, which regulates, among other things, registration for marketing activities,
the structure of remuneration for certain of our personnel and reporting obligations. Certain requirements of
the AIFMD and the interpretation thereof remain uncertain and may be subject to change. Changes to AIFMD
have been adopted, which are expected to come into force in late 2025. These changes could increase the
compliance burdens on certain of our funds. Individual member states of the EU have imposed additional
requirements that may include internal arrangements with respect to risk management, liquidity risks, asset
valuations, and the establishment and security of depository and custodial requirements. Because some EEA
countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake
marketing activities and provide services in those EEA countries only in compliance with applicable local
laws. In certain other jurisdictions, we are subject to various securities and other laws relating to fundraising
and other matters. Failure to maintain compliance with applicable laws and regulations could result in
regulatory intervention, adversely affect our business or ability to provide services to our clients and harm our
reputation.
In the EU, the MiFID II requires, among other things, all MiFID II investment firms to comply with
prescriptive disclosure, transparency, reporting and recordkeeping obligations and obligations in relation to
the receipt of investment research, best execution, product governance and marketing communications. As we
operate investment firms which are subject to MiFID II, we have implemented policies and procedures to
comply with MiFID II where relevant, including where certain rules have an extraterritorial impact on us.
Compliance with MiFID II has resulted in greater overall complexity, higher compliance, administration and
operational costs, and less overall flexibility. The complexity, operational costs and reduction in flexibility
may be further compounded as a result of the U.K.’s withdrawal from the EU. This is because the U.K. both:
(i) is no longer required to transpose EU law into U.K. law; and (ii) has transposed certain EU legislation into
U.K. law subject to various amendments and subject to the U.K. Financial Conduct Authority’s oversight
rather than that of EU regulators. Taken together, this could result in divergence between the U.K. and EU
regulatory frameworks. Outside the U.K. and EEA, the regulations to which we are subject relate primarily to
registration and reporting obligations.
It is expected that additional laws and regulations will come into force in the U.K., EEA, the EU, and
other countries in which we operate over the coming years. Regulation (EU) 2019/2033 on the prudential
requirements for investment firms (“IFR”) and Directive (EU) 2019/2034 on the prudential supervision of
investment firms (“IFD”) impose a prudential regime for those of our EU investment firms that are subject to
MiFID II, including general capital requirements, liquidity requirements, remuneration requirements,
requirements to conduct internal capital adequacy assessments and additional requirements on disclosures and
public reporting. The legislation could hinder our ability to deploy capital as freely as we would wish and to
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recruit and incentivize staff. Different and extended internal governance, disclosure, reporting, liquidity and
group “prudential” consolidation requirements (among other things) could also have a material impact on our
EU-based operations. Further, the U.K. has established its own prudential regime for investment firms that are
subject to MiFID II (as implemented in the U.K.), which is intended to achieve similar outcomes to the IFR
and IFD.
In addition, certain regulatory requirements and proposals in the EU and U.K. intended to enhance
protection for retail investors and impose additional obligations on the distribution of certain products to retail
investors may impose additional costs on our operations and limit our ability to access capital from retail
investors in such jurisdictions.
These laws and regulations, and any changes in them, may affect our costs and manner of conducting
business in one or more markets, the risks of doing business, the assets that we manage or advise, and our
ability to raise capital from investors. Any failure by us to comply with either existing or new laws or
regulations could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Organizational Structure
We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result,
qualify for, and intend to continue to rely on, exemptions from certain corporate governance requirements.
You will not have the same protections afforded to stockholders of companies that are subject to such
requirements.
Holders of our Class B common stock, which is not publicly traded, control a majority of the voting
power of our outstanding common stock. As a result, we qualify as a “controlled company” within the
meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more
than 50% of the voting power is held by an individual, group or another company is a “controlled company”
and may elect not to comply with certain corporate governance requirements, including the requirement that
(i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or
recommended to the board by independent directors and (iii) we have a compensation committee that is
composed entirely of independent directors.
We have elected to rely on these exemptions and expect to continue to do so. Accordingly, you will not
have the same protections afforded to stockholders of companies that are subject to all of the corporate
governance requirements of Nasdaq.
Our only material asset is our interest in HLA, and we are accordingly dependent upon distributions
from HLA to pay dividends, taxes and other expenses.
HLI is a holding company and has no material assets other than its ownership of membership units in
HLA and certain deferred tax assets. As such, HLI does not have any independent means of generating
revenue. We intend to 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
we have entered into with the direct and indirect members of HLA, and to pay our corporate and other
overhead expenses. To the extent that HLI needs funds, and HLA is restricted from making such distributions
under applicable laws or regulations, or is otherwise unable to provide such funds, it could materially and
adversely affect our liquidity and financial condition.
The IRS might challenge the tax basis step-up we received in connection with our IPO and the related
transactions and in connection with subsequent acquisitions of membership units in HLA.
We have used a portion of the proceeds from our IPO and from subsequent registered offerings to
purchase membership units in HLA from certain of the legacy direct or indirect members of HLA, which
resulted in an increase in our share of the tax basis of the assets of HLA that otherwise would not have been
available. The HLA membership units held directly and indirectly by the members of HLA other than HLI,
including members of our senior management team, may in the future be exchanged for shares of our Class A
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common stock or, at our election, for cash. These exchanges are likely to result in increases in our share of the
tax basis of the assets of HLA that otherwise would not have been available. The increases in tax basis may
reduce the amount of tax that we would otherwise be required to pay in the future, although it is possible that
the IRS might challenge all or part of that tax basis increase, and a court might sustain such a challenge. Our
ability to achieve benefits from any tax basis increase will depend upon a number of factors, as discussed
below, including the timing and amount of our future income.
We are required to pay over to legacy direct or indirect members of HLA most of the tax benefits we
receive from tax basis step-ups attributable to our acquisition of membership units of HLA, and the
amount of those payments could be substantial.
We have entered into a tax receivable agreement for the benefit of the direct and indirect members of
HLA other than us, pursuant to which we will pay them 85% of the amount of the tax savings, if any, that we
realize (or, under certain circumstances, are deemed to realize) as a result of increases in tax basis (and certain
other tax benefits) resulting from our acquisition of membership units or as a result of certain items of loss
being specially allocated to us for tax purposes in connection with dispositions by HLA of certain investment
assets. HLI will retain the benefit of the remaining 15% of these tax savings.
The term of the tax receivable agreement commenced upon the completion of our IPO and will continue
until all tax benefits that are subject to the tax receivable agreement have been utilized or have expired, unless
we exercise our right to terminate the tax receivable agreement (or the tax receivable agreement is terminated
due to a change of control or our breach of a material obligation thereunder), in which case, we will be
required to make the termination payment specified in the tax receivable agreement. In addition, payments we
make under the tax receivable agreement will be increased by any interest accrued from the due date (without
extensions) of the corresponding tax return.
The actual increase in tax basis, as well as the amount and timing of any payments under the tax
receivable agreement, will vary depending on a number of factors, including, but not limited to, the price of
our Class A common stock at the time of the purchase or exchange, the timing of any future exchanges, the
extent to which exchanges are taxable, the amount and timing of our income and the tax rates then applicable.
We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of HLA
attributable to the exchanged HLA interests, the payments that we may make to the legacy direct or indirect
members of HLA could be substantial. There may be a material negative effect on our liquidity if, as
described below, the payments under the tax receivable agreement exceed the actual benefits we receive in
respect of the tax attributes subject to the tax receivable agreement and/or distributions to us by HLA are not
sufficient to permit us to make payments under the tax receivable agreement.
In certain circumstances, payments under the tax receivable agreement may be accelerated and/or
significantly exceed the actual tax benefits we realize.
The tax receivable agreement provides that if we exercise our right to early termination of the tax
receivable agreement, in whole or in part, we experience a change in control, or we materially breach our
obligations under the tax receivable agreement, we will be obligated to make an early termination payment to
the legacy direct or indirect members of HLA equal to the net present value of all payments that would be
required to be paid by us under the tax receivable agreement. The amount of such payments will be
determined on the basis of certain assumptions in the tax receivable agreement, including (i) the assumption
(except in the case of a partial termination) that we would have enough taxable income in the future to fully
utilize the tax benefit resulting from any increased tax basis that results from an exchange and (ii) the
assumption that any units (other than those held by Hamilton Lane Incorporated) outstanding on the
termination date are deemed to be exchanged for shares of Class A common stock on the termination date.
We have in the past exercised our right to terminate the tax receivable agreement with respect to certain
individuals who had exchanged all of their HLA units and paid the related early termination payments, and
we may elect to do so with respect to other individuals in the future. Any early termination payment may be
made significantly in advance of the actual realization, if any, of the future tax benefits to which the
termination payment relates.
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Moreover, as a result of an elective early termination, a change of control or our material breach of our
obligations under the tax receivable agreement, we could be required to make payments under the tax
receivable agreement that exceed our actual cash savings under the tax receivable agreement. Thus, our
obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and
could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of
business combinations or changes of control. There can be no assurance that we will be able to finance any
such early termination payment. It is also possible that the actual benefits ultimately realized by us may be
significantly less than were projected in the computation of the early termination payment.
We will not be reimbursed for any payments previously made under the tax receivable agreement if the
basis increases described above are successfully challenged by the IRS or another taxing authority. As a
result, in certain circumstances, payments could be made under the tax receivable agreement in excess of our
ultimate cash tax savings.
In certain circumstances, HLA is required to make distributions to us and the direct and indirect
owners of HLA, and the distributions that HLA will be required to make may be substantial.
HLA is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S.
federal income tax. Instead, taxable income is allocated to members, including us. Pursuant to the limited
liability company agreement of HLA (“HLA Operating Agreement”), HLA makes pro rata cash distributions
(“tax distributions”) to the members, including us, calculated using an assumed tax rate, to help each of the
members to pay taxes on such member’s allocable share of taxable income. Under applicable tax rules, HLA
is required to allocate net taxable income disproportionately to its members in certain circumstances. Because
tax distributions are based on an assumed tax rate that is the highest possible rate applicable to any member,
HLA is required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that
HLA would have paid if it were taxed on its net income at the assumed rate. The pro rata distribution amounts
will also be increased if and to the extent necessary to ensure that the amount distributed to HLI is sufficient
to enable HLI to pay its actual tax liabilities and its other expenses and costs (including amounts payable
under the tax receivable agreement).
Funds used by HLA to satisfy its tax distribution obligations are not available for reinvestment in our
business. Moreover, the tax distributions HLA is required to make may be substantial, and may exceed (as a
percentage of HLA’s income) the overall effective tax rate applicable to a similarly situated corporate
taxpayer. In addition, because these payments are calculated with reference to an assumed tax rate, and
because of the disproportionate allocation of net taxable income, these payments will likely significantly
exceed the actual tax liability for many of the legacy owners of HLA.
As a result of (i) potential differences in the amount of net taxable income allocable to us and to the direct
and indirect owners of HLA, (ii) the lower tax rate applicable to corporations than individuals and (iii) the use
of an assumed tax rate in calculating HLA’s distribution obligations, we may receive distributions
significantly in excess of our tax liabilities and obligations to make payments under the tax receivable
agreement. If we do not distribute such cash balances as dividends on our Class A common stock and instead,
for example, hold such cash balances or lend them to HLA, the existing owners of HLA would benefit from
any value attributable to such accumulated cash balances as a result of their right to acquire shares of Class A
common stock or, at our election, an amount of cash equal to the fair market value thereof, in exchange for
their Class B units or Class C units.
Because many members of our senior management team hold their economic interest in HLA through
other entities, conflicts of interest may arise between them and holders of shares of our Class A common
stock or us.
Because many members of our senior management team hold their economic interest in HLA directly
through holding companies and other vehicles rather than through ownership of shares of our Class A
common stock, they may have interests that do not align with, or conflict with, those of the holders of Class A
common stock or with us. For example, members of our senior management team have different tax positions
65
from Class A common stockholders and from us, which could influence their decisions regarding whether and
when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and
when we should terminate the tax receivable agreement and accelerate the obligations thereunder. In addition,
the structuring of future transactions and investments may take into consideration the members’ tax
considerations even where no similar benefit would accrue to us.
The disparity in the voting rights among the classes of our common stock and limited ability of the
holders of our Class A common stock to influence decisions submitted to a vote of our stockholders may
have an adverse effect on the price of our Class A common stock.
Holders of our Class A common stock and Class B common stock vote together as a single class on
almost all matters submitted to a vote of our stockholders. Shares of our Class A common stock and Class B
common stock entitle the respective holders to identical non-economic rights, except that each share of our
Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally,
while each share of our Class B common stock entitles its holder to ten votes until a Sunset becomes
effective. See “Organizational Structure—Class A and Class B Common Stock.” After a Sunset becomes
effective, each share of our Class B common stock will entitle its holder to one vote. Certain of the holders of
our Class B common stock who are significant outside investors, members of management and significant
employee owners have agreed to vote all of their shares in accordance with the instructions of HLAI, and will
therefore be able to exercise control over all matters requiring our stockholders’ approval, including the
election of our directors, as well as any significant corporate transactions. The difference in voting rights
could adversely affect the value of our Class A common stock to the extent that investors view, or any
potential future purchaser of our Company views, the superior voting rights and implicit control of the
Class B common stock to have value.
Our share price may decline due to the large number of shares eligible for future sale and for
exchange.
The market price of our Class A common stock could decline as a result of sales of a large number of
shares of Class A common stock in the market or the perception that such sales could occur. These sales, or
the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in
the future at a time and at a price that we deem appropriate. Shares of Class A common stock that were issued
in connection with our IPO to the original members of HLA who became HLI stockholders are “restricted
securities”, and their resale is subject to future registration or reliance on an exemption from registration.
The approximately 14.2 million shares of Class A common stock issuable upon exchange of the Class B
units and Class C units that are held by Class B Holders and Class C Holders will be eligible for resale from
time to time, subject to certain exchange timing and volume and Securities Act restrictions.
We have entered into a registration rights agreement with certain Class B Holders who are significant
outside investors, members of management and significant employee owners. Under that agreement, subject
to certain limitations, those persons have the ability to cause us to register the resale of shares of our Class A
common stock that they acquire upon exchange of their Class B units and Class C units in HLA. Registration
of these shares would result in them becoming freely tradable in the open market unless restrictions apply.
We expect to continue to pay dividends to our stockholders, but our ability to do so is subject to the
discretion of our board of directors and may be limited by our holding company structure and applicable
provisions of Delaware and Pennsylvania law.
Since our IPO, our board of directors has declared regular quarterly dividends on our Class A common
stock. Although we expect to continue to pay cash dividends to our stockholders, our board of directors may,
in its discretion, increase or decrease the level of dividends or discontinue the payment of dividends entirely.
In addition, as a holding company, we are dependent upon the ability of HLA to generate earnings and cash
flows and distribute them to us so that we may pay our obligations and expenses (including our taxes and
payments under the tax receivable agreement) and pay dividends to our stockholders. We expect to cause
HLA to make distributions to its members, including us. However, the ability of HLA to make such
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distributions will be subject to its operating results, cash requirements and financial condition, restrictive
covenants in the Loan Agreements and applicable Pennsylvania law (which may limit the amount of funds
available for distribution to its members). Our ability to declare and pay dividends to our stockholders is
likewise subject to Delaware law (which may limit the amount of funds available for dividends). If, as a
consequence of these various limitations and restrictions, we are unable to generate sufficient distributions
from our business, we may not be able to make, or may be required to reduce or eliminate, the payment of
dividends on our Class A common stock.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition
of us more difficult, limit attempts by our stockholders to replace or remove our current management and
may negatively affect the market price of our Class A common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a
change of control or changes in our management. Our certificate of incorporation and bylaws include
provisions that:
•
provide that vacancies on our board of directors may be filled only by a majority of directors then in
office, even though less than a quorum;
•
establish that our board of directors is divided into three classes, with each class serving three-year
staggered terms;
•
require that any action to be taken by our stockholders be effected at a duly called annual or special
meeting and not by written consent, except that action by written consent will be allowed for as long
as we are a controlled company;
•
specify that special meetings of our stockholders can be called only by our board of directors or the
chairman of our board of directors;
•
establish an advance notice procedure for stockholder proposals to be brought before an annual
meeting, including proposed nominations of persons for election to our board of directors;
•
authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000
shares of undesignated preferred stock; and
•
reflect two classes of common stock, as discussed above.
These and other provisions may frustrate or prevent any attempts by our stockholders to replace or
remove our current management by making it more difficult for stockholders to replace members of our board
of directors, which is responsible for appointing the members of our management. Also, the tax receivable
agreement provides that, in the event of a change of control, we will be required to make a payment equal to
the present value of estimated future payments under the tax receivable agreement, which would result in a
significant payment becoming due in the event of a change of control. In addition, we are a Delaware
corporation and governed by the Delaware General Corporation Law (the “DGCL”). Section 203 of the
DGCL generally prohibits a Delaware corporation from engaging in any of a broad range of business
combinations with any “interested” stockholder, in particular those owning 15% or more of our outstanding
voting stock, for a period of three years following the date on which the stockholder became an “interested”
stockholder. While we have elected in our certificate of incorporation not to be subject to Section 203 of the
DGCL, our certificate of incorporation contains provisions that have the same effect as Section 203 of the
DGCL, except that they provide that HLAI, its affiliates, groups that include HLAI and certain of their direct
and indirect transferees will not be deemed to be “interested stockholders,” regardless of the percentage of our
voting stock owned by them, and accordingly will not be subject to such restrictions.
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The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in
the State of Delaware or in the federal district courts of the United States of America for certain types of
lawsuits may have the effect of discouraging lawsuits against our directors and officers.
Our certificate of incorporation requires, to the fullest extent permitted by law, that (A) the Court of
Chancery in the State of Delaware will be the sole and exclusive forum for (1) any derivative action or
proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any
of our current or former directors, officers or stockholders to us or our stockholders, (3) any action asserting a
claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, (4) any
action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws or (5)
any action asserting a claim governed by the internal affairs doctrine and (B) the federal district courts of the
United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act. Although we believe this provision benefits us by making us
less susceptible to forum shopping and providing increased consistency in the application of law, the
provision may have the effect of discouraging lawsuits against our directors and officers.
If Hamilton Lane Incorporated were deemed an “investment company” under the Investment
Company Act as a result of its ownership of HLA, applicable restrictions could make it impractical for us
to continue our business as contemplated and could have a material adverse effect on our business.
An issuer will generally be deemed to be an “investment company” for purposes of the Investment
Company Act if:
•
it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of
investing, reinvesting or trading in securities; or
•
absent an applicable exemption, it owns or proposes to acquire investment securities having a value
exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis.
We believe that we are engaged primarily in the business of providing asset management services and not
in the business of investing, reinvesting or trading in securities. We also believe that the primary source of
income from our business is properly characterized as income earned in exchange for the provision of
services. We hold ourselves out as an asset management firm and do not propose to engage primarily in the
business of investing, reinvesting or trading in securities. Accordingly, we do not believe that either Hamilton
Lane Incorporated or HLA is an “orthodox” investment company as defined in section 3(a)(1)(A) of the
Investment Company Act and described in the first bullet point above. HLA does not have significant assets
other than its equity interests in certain wholly owned subsidiaries, which in turn have no significant assets
other than general partner interests in the specialized funds we sponsor. These wholly owned subsidiaries are
the sole general partners of the funds and are vested with all management and control over the funds. We do
not believe the equity interests of HLA in its wholly owned subsidiaries or the general partner interests of
these wholly owned subsidiaries in the funds are investment securities. Hamilton Lane Incorporated’s
unconsolidated assets consist primarily of cash, a deferred tax asset and Class A units of HLA, which
represent the managing member interest in HLA. Hamilton Lane Incorporated is the sole managing member
of HLA and holds an approximately 73.6% economic interest in HLA. As managing member, Hamilton Lane
Incorporated exercises complete control over HLA. As such, we do not believe Hamilton Lane Incorporated’s
managing member interest in HLA is an investment security. Therefore, we believe that less than 40% of
Hamilton Lane Incorporated’s total assets (exclusive of U.S. government securities and cash items) on an
unconsolidated basis comprise assets that could be considered investment securities. Accordingly, we do not
believe Hamilton Lane Incorporated is an inadvertent investment company by virtue of the 40% test in
section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above. In addition,
we believe Hamilton Lane Incorporated is not an investment company under section 3(b)(1) of the Investment
Company Act because it is primarily engaged in a non-investment company business.
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The Investment Company Act and the rules thereunder contain detailed parameters for the organization
and operations of investment companies. Among other things, the Investment Company Act and the rules
thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity
securities, prohibit the issuance of stock options, and impose certain governance requirements. We intend to
continue to conduct our operations so that Hamilton Lane Incorporated will not be deemed to be an
investment company under the Investment Company Act. However, if anything were to happen that would
cause Hamilton Lane Incorporated to be deemed to be an investment company under the Investment
Company Act, requirements imposed by the Investment Company Act, including limitations on our capital
structure, ability to transact business with affiliates (including HLA) and ability to compensate key
employees, could make it impractical for us to continue our business as currently conducted, impair the
agreements and arrangements between and among HLA, us or our senior management team, or any
combination thereof and materially and adversely affect our business, financial condition and results of
operations.
A change of control of our Company, including the occurrence of a “Sunset,” could result in an
assignment of our investment advisory agreements.
Under the Investment Advisers Act, each of the investment advisory agreements for the funds and other
accounts we manage must provide that it may not be assigned without the consent of the particular fund or
other client. An assignment may occur under the Investment Advisers Act if, among other things, HLA
undergoes a change of control. After a “Sunset” becomes effective (as described in “Organizational Structure
—Class A and Class B Common Stock—Voting Rights”), the Class B Common Stock will have one vote per
share instead of ten votes per share, and the stockholders agreement will expire, meaning that the Class B
Holders party thereto will no longer control the appointment of directors or be able to direct the vote on all
matters that are submitted to our stockholders for a vote. These events could be deemed a change of control of
HLA, and thus an assignment. If such an assignment occurs, we cannot be certain that HLA will be able to
obtain the necessary consents from our funds and other clients, which could cause us to lose the management
fees and performance fees we earn from such funds and other clients.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Cybersecurity Risk Management and Strategy
We maintain a comprehensive cybersecurity program that includes policies and procedures designed to
protect our systems, operations and data from unauthorized access, theft and destruction. We utilize a variety
of protective measures as part of our cybersecurity program, including:
•
reviews of our network access rights and controls;
•
penetration testing;
•
patch management;
•
annual security awareness trainings and assessments for all employees and contingent workers;
•
security information and event management software to identify anomalies;
•
periodic security review meetings designed to identify vulnerabilities and review remediation efforts;
•
a vendor risk management program; and
•
cybersecurity tabletop exercises.
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We also maintain a comprehensive Security Response Policy designed to inform proper escalation of non-
routine cybersecurity events and to coordinate our actions across departments. The policy sets forth, among
other things, the following actions in the event of a suspected security breach: incident verification by our
cybersecurity team, notification of our ERM committee, notification of an incident response and disclosure
team composed of members of our operations, legal, finance and compliance teams, mitigation and
remediation actions, and steps to restore business continuity. Our Chief Technology Officer (“CTO”) serves
as security coordinator and leads our cybersecurity and information technology team. As of March 31, 2024,
no known cybersecurity threats have materially affected, or are reasonably likely to materially affect our
Company, including our business strategy, cash flows, financial condition or results of operations.
We engage diligenced third parties as part of our cybersecurity program. On a periodic basis, we engage
third-party auditors to assess our cybersecurity controls and procedures. We also engage reputable third-party
security firms to conduct annual penetration tests of our physical and digital security. We then work to
remediate critical vulnerabilities identified through these assessments.
Our cybersecurity processes are integrated into our Company’s overall risk management processes. Our
CTO is a member of our ERM committee and any cybersecurity issues are immediately raised to the
committee. In addition, our CTO reports to the audit committee of our board of directors bi-annually,
regarding our cybersecurity program and material risks, and once annually to our full board of directors,
regarding overall cybersecurity strategy.
We have a range of controls designed to identify, assess, mitigate, manage, and thereby seek to minimize
the cybersecurity risks associated with the engagement of third-party service providers. Our approach is
tailored based on the types of services provided and the extent and type of data accessed or processed by a
third-party vendor. For critical vendors who will have access to our systems or data, we diligence their
cybersecurity practices prior to engagement, including requiring responses to standardized information
gathering questionnaires. We may conduct additional reviews of certain vendors depending on criticality or
risk. In addition, where we consider it to be appropriate, we seek to include in our contractual arrangements
with certain of our third-party vendors provisions addressing best practices with respect to data and
cybersecurity, including the right to audit and test their compliance with these contractual requirements.
For a discussion of how risks from cybersecurity threats affect our business, see “Risk Factors—Failure to
maintain the security of our information technology networks, or those of our third-party service providers, or
data security breaches could harm our reputation and have a material adverse effect on our results of
operations, financial condition and cash flow” in Part I, Item 1A of this Form 10-K.
Cybersecurity Governance
Our board of directors has delegated oversight of the Company’s cybersecurity risks to the audit
committee. The audit committee reviews the Company’s information technology and data protection
strategies, oversees and assesses risk with respect to cyberattacks and data privacy matters and receives bi-
annual updates from our CTO. The audit committee then provides updates and recommendations to the full
board on cybersecurity matters.
On the management side, our ERM committee oversees the firm’s risk management process, which
includes oversight of cybersecurity. Our CTO is a member of this committee, along with other of the most
senior professionals at the firm, including our chief operating officer who is also our chief risk officer. Our
CTO updates the ERM committee on cybersecurity matters on a quarterly and as-needed basis.
Our CTO has over 20 years of technology and cybersecurity-related experience. Prior to joining the
Company, he was Vice President of Operations & Security at Linode, where he led systems engineering,
information security & compliance, hardware research & development, and project/product management, and
previously held senior positions at GE and GE Digital. He received an M.B.A from Penn State University and
a B.S. in Information Sciences & Technology from Penn State University.
To support management’s role in assessing and managing cybersecurity threats, our cybersecurity
team conducts periodic security review meetings designed to identify vulnerabilities and review remediation
efforts. In addition, we maintain a comprehensive Security Response Policy, which sets forth various actions
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to be taken in the event of a suspected security breach, including incident verification by our cybersecurity
team, notification of our ERM committee, and mitigation and remediation actions. We also have a range of
controls designed to identify, assess, mitigate, manage, and thereby seek to minimize the cybersecurity risks
associated with the engagement of third-party service providers.
Item 2. Properties
We lease our corporate headquarters and principal offices, which are located at 110 Washington Street,
Suite 1300, Conshohocken, Pennsylvania 19428. We also lease additional office space in Denver, Frankfurt,
Hong Kong, London, Mexico City, Miami, Milan, New York, Portland (Oregon), San Diego, San Francisco,
Scranton, Seoul, Shanghai, Singapore, Stockholm, Sydney, Herzliya, Israel (a suburb of Tel Aviv), Tokyo,
Toronto and Zürich. We do not own any real property. We believe our current facilities are adequate for our
current needs and that suitable additional space will be available as and when needed.
Item 3. 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, our
management does 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 consolidated financial
statements.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Shares of our Class A common stock trade on the Nasdaq Global Select Market under the symbol
“HLNE”.
There is no established public trading market for our Class B common stock. Class B common stock may
not be transferred independently of the corresponding Class B units, which are subject to significant
restrictions on transfer as set forth in the HLA Operating Agreement. Holders of Class B common stock are
entitled to receive only the par value ($0.001) of the Class B common stock upon exchange of the
corresponding Class B unit pursuant to the exchange agreement.
Holders of Record
As of May 20, 2024, there were five stockholders of record of our Class A common stock. The number of
record holders does not include persons who held shares of our Class A common stock in nominee or “street
name” accounts through brokers. As of May 20, 2024, there were 26 stockholders of record of our Class B
common stock.
Dividend Policy
We declared a quarterly dividend of $0.445 per share of Class A common stock to record holders in each
quarter of fiscal 2024. On May 23, 2024, we declared a quarterly dividend of $0.49 per share of Class A
common stock to record holders at the close of business on June 14, 2024. The payment date will be July 5,
2024. We do not pay dividends on our Class B common stock.
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. Our board intends to cause us to continue to pay a comparable
cash dividend on a quarterly basis. Subject to funds being legally available, we intend to 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, including dividend payments to our stockholders.
Stock Performance Graph
The following graph and table depict the total return to stockholders from the closing price on March 31,
2019 through March 31, 2024, relative to the performance of the S&P 500 Index and the Dow Jones U.S.
Asset Managers Index. The graph and table assume $100 invested on March 31, 2019, and dividends
reinvested in the security or index.
The performance graph and table are not intended to be indicative of future performance. The
performance graph and table shall not be deemed “soliciting material” or to be “filed” with the SEC for
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and
shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act or the Exchange Act.
72
Index Value
Total Return Performance
Hamilton Lane Incorporated
S&P 500 Index
Dow Jones US Asset Managers Index
03/31/19
03/31/20
03/31/21
03/31/22
03/31/23
03/31/24
0
50
100
150
200
250
300
350
3/31/19
3/31/20
3/31/21
3/31/22
3/31/23
3/31/24
Hamilton Lane Incorporated
$ 100.00 $ 129.38 $ 210.91
$ 187.05
$ 183.34
$ 284.77
S&P 500
100.00
93.01
145.40
168.13
155.09
201.41
Dow Jones US Asset Managers Index
100.00
85.38
148.70
162.10
146.43
193.58
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 March 31, 2024:
Period
Total
Number of
Shares
Purchased(1)
Average Price
Paid per
Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum Approximate
Dollar Value of
Shares
that May Yet Be
Purchased Under the
Plans or Programs(2)
January 1-31, 2024
1,973 $
117.9
— $
50,000,000
February 1-29, 2024
— $
—
— $
50,000,000
March 1-31, 2024
32,974 $
107.81
— $
50,000,000
Total
34,947 $
108.38
— $
50,000,000
(1) Represents shares of Class A common stock tendered by employees as payment of taxes withheld on the vesting of restricted
stock granted under the Amended and Restated Hamilton Lane Incorporated 2017 Equity Incentive Plan (the “2017 Equity 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. Our board of directors most recently re-approved the
Stock Repurchase Program in December 2023.
Item 6. [Reserved]
73
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the accompanying consolidated financial
statements and related notes. See “Index to Consolidated Financial Statements of Hamilton Lane
Incorporated.”
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.
Factors that could cause or contribute to these differences include, but are not limited to, those discussed
below and elsewhere in this Form 10-K, particularly in “Risk Factors”, the “Summary of Risk Factors” and
the “Cautionary Note Regarding Forward-Looking Information.” Unless otherwise indicated, references in
this Annual Report on Form 10-K to fiscal 2024, fiscal 2023 and fiscal 2022 are to our fiscal years ended
March 31, 2024, 2023 and 2022, respectively.
This section of this Form 10-K generally discusses fiscal 2024 and fiscal 2023 items and year-over-year
comparisons between fiscal 2024 and fiscal 2023. A detailed discussion of fiscal 2022 items and year-over-
year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found
in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in Part II,
Item 7. of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC
on May 25, 2023.
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 approximately $92.5 billion of our AUM as of
March 31, 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 approximately $31.9 billion of our AUM as of March 31, 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
74
the largest and most sophisticated private markets investors in the world. We had approximately
$796.2 billion of AUA as of March 31, 2024.
•
Distribution Management: We offer distribution management services to our clients through active
portfolio management to enhance the realized value of publicly traded stock they receive as
distributions in-kind from private equity funds.
•
Reporting, Monitoring, Data and Analytics: We provide our clients with comprehensive reporting
and investment monitoring services, usually bundled into our broader investment solutions offerings,
but also on a stand-alone, fee-for-service basis. We also provide comprehensive research and
analytical services as part of our investment solutions, leveraging our large, global, proprietary and
high-quality database for transparency and powerful analytics. Our data, as well as our benchmarking
and forecasting models, are accessible through our proprietary technology solution, Cobalt LP, on a
stand-alone, subscription basis.
Our client and investor base is broadly diversified by type, size and geography. Our client base primarily
comprises institutional investors that range from those seeking to make an initial investment in alternative
assets to some of the world’s largest and most sophisticated private markets investors. As we offer a highly
customized, flexible service, we are equipped to provide investment services to institutional clients of all sizes
and with different needs, internal resources and investment objectives. Our clients include prominent
institutional investors in the United States, Canada, Europe, the Middle East, Asia, Australia and Latin
America. We provide private markets solutions and services to some of the largest global pension, sovereign
wealth and U.S. state pension funds. In addition, we believe we are a leading provider of private markets
solutions for U.S. labor union pension plans, and we serve numerous smaller public and corporate pension
plans, sovereign wealth funds, financial institutions and insurance companies, endowments and foundations,
as well as family offices and high-net-worth individuals.
Trends Affecting Our Business
Our results of operations are affected by a variety of factors, including conditions in the global financial
markets and the economic and political environments, particularly in the United States, Western Europe and
Asia. As interest rates remain elevated in response to continued inflationary pressures and public equity
volatility continues, leading to a wider range of equity returns, we see increasing investor demand for
alternative investments to achieve higher and less correlated relative yields and returns on invested capital. As
a result, some investors have increased their allocation to private markets relative to other asset classes. In
addition, the opportunities in private markets have expanded as firms have created new vehicles and products
in which to access private markets across different geographies and opportunity sets.
In addition to the aforementioned macroeconomic and sector-specific trends, we believe the following
factors will influence our future performance:
•
The extent to which investors favor alternative investments. Our ability to attract new capital is
partially dependent on investors’ views of alternative assets relative to traditional publicly listed
equity and debt securities. We believe fundraising efforts will continue to be impacted by certain
fundamental asset management trends that include: (1) the increasing importance and market share of
alternative investment strategies to investors (including smaller institutions and high-net-worth
individuals) in light of an increased focus on lower-correlated and absolute levels of return; (2) the
increasing demands of the investing community, including the potential for fee compression and
changes to other terms; (3) shifting asset allocation policies of institutional investors; and (4)
increasing barriers to entry and growth.
75
•
Our ability to generate strong returns. We must continue to generate strong returns for our investors
through our disciplined investment diligence process in an increasingly competitive market. The
ability to attract and retain clients is partially dependent on returns we are able to deliver versus our
peers. The capital we are able to attract drives the growth of our AUM and AUA and the management
and advisory fees we earn.
•
Our ability to source investments with attractive risk-adjusted returns. An increasing part of our
management fee and incentive fee revenue has been from our direct investment and secondary
investment platforms. The continued growth of this revenue is dependent on our continued ability to
source attractive investments and deploy the capital that we have raised or manage on behalf of our
clients. Because we are selective in the opportunities in which we invest, the capital deployed can
vary from year to year. Our ability to identify attractive investments and execute on those investments
is dependent on a number of factors, including the general macroeconomic environment, valuation,
transaction size, and expected duration of such investment opportunity. A significant decrease in the
quality or quantity of potential opportunities could adversely affect our ability to source investments
with attractive risk-adjusted returns.
•
Our ability to maintain our data advantage relative to competitors. We believe that the general trend
towards transparency and consistency in private markets reporting will create new opportunities for
us to leverage our databases and analytical capabilities. We intend to use these advantages afforded to
us by our proprietary databases, analytical tools and deep industry knowledge to drive our
performance, provide our clients with customized solutions across private markets asset classes and
continue to differentiate our products and services from those of our competitors. Our ability to
maintain our data advantage is dependent on a number of factors, including our continued access to a
broad set of private market information on an ongoing basis, as well as our ability to maintain our
investment scale, considering the evolving competitive landscape and potential industry
consolidation.
•
Our ability to continue to expand globally. We believe that many institutional investors outside the
United States are currently underinvested in private markets asset classes and that capturing capital
inflows into private capital investing from non-U.S. global markets represents a significant growth
opportunity for us. Our ability to continue to expand globally is dependent on our ability to continue
building successful relationships with investors internationally and subject to the evolving
macroeconomic and regulatory environment of the various countries where we operate or in which
we invest.
•
Increased competition to work with top private equity fund managers. There has been a trend amongst
private markets investors to consolidate the number of general partners in which they invest. At the
same time, an increasing flow of capital to the private markets has often times resulted in certain
funds being oversubscribed. This has resulted in some investors, primarily smaller investors or less
strategically important investors, not being able to gain access to certain funds. Our ability to invest
and maintain our sphere of influence with these high-performing fund managers is critical to our
investors’ success and our ability to maintain our competitive position and grow our revenue.
76
•
Unpredictable global macroeconomic conditions. Global economic conditions, including political
environments, financial market performance, interest rates, credit spreads or other conditions beyond
our control, all of which affect the performance of the assets underlying private market investments,
are unpredictable and could negatively affect the performance of our clients’ portfolios or the ability
to raise funds in the future. In addition, the cash available from our Loan Agreements (defined below)
and our cash balances are exposed to the credit risks of the financial institutions at which they are
held. Events involving limited liquidity, defaults, non-performance or other adverse developments
that affect financial institutions or the financial services industry generally, could jeopardize our
ability to access existing cash, cash equivalents and investments.
•
Increasing regulatory requirements. The complex regulatory and tax environment could restrict our
operations and subject us to increased compliance costs and administrative burdens, as well as
restrictions on our business activities.
Recent Transactions
March 2024 Offering
In March 2024, we and a selling stockholder completed a registered offering of an aggregate of 1,922,322
shares of Class A common stock at a price to the underwriter of $108 per share (the “March 2024 Offering”).
The purpose of the March 2024 Offering was to provide liquidity to significant direct and indirect owners of
HLA. The shares sold consisted of 55,000 shares held by the selling stockholder and 1,867,322 shares newly
issued by us. We received $201.7 million in net proceeds from the sale of our shares and used all of the
proceeds to settle exchanges by certain members of HLA of a total of 1,744,872 Class B units and 122,450
Class C units. In connection with the exchange of the Class B units, we also repurchased for par value and
canceled a corresponding number of shares of Class B common stock. We did not receive any proceeds from
the sale of shares by the selling stockholder.
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. See “—Critical Accounting Estimates—Revenue Recognition of Incentive Fees” and Note 2 of the
consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information
regarding the manner in which management and advisory fees and incentive fees are generated.
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.
77
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 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 net asset value. In the case of certain funds, we charge management fees
on capital commitments, with the management fee increasing during the early years of the fund’s term and
declining in the later years. Management fees for certain funds are discounted based on the amount of the
limited partners’ commitments, whether the limited partners commit early in the offering period or if the
limited partners are investors in our other funds.
Revenues from advisory and reporting, monitoring, data and analytics services are generally annual fixed
fees, which vary depending on the services we provide, and are recognized over the service term. In limited
cases, advisory service clients are charged basis point fees annually based on the amounts they have
committed to invest pursuant to their agreements with us. In other cases where our services are limited to
monitoring and reporting on investment portfolios, clients are charged a fee based on the number of
investments in their portfolio.
Distribution management fees are generally earned by applying a percentage to AUM or proceeds
received. Certain active management clients may elect a fee structure under which they are charged an asset-
based fee plus a fee based on net realized and unrealized gains and income net of realized and unrealized
losses.
Incentive fees comprise carried interest earned from our specialized funds and certain customized separate
accounts structured as single-client funds in which we have a general partner commitment, and performance
fees earned on certain other specialized funds and customized separate accounts.
For each of our secondary funds, direct investment funds, strategic opportunity funds and evergreen
funds, we generally earn carried interest equal to a fixed percentage of net profits, usually 10.0% to 12.5%,
subject to a compounded annual preferred return that is generally 6.0% to 8.0%. To the extent that our
primary funds also directly make secondary investments and direct investments, they generally earn carried
interest on a similar basis. Furthermore, certain of our primary funds earn carried interest on their investments
in other private markets funds on a primary basis that is generally 5% 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 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.
78
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 (loss) of investees primarily represents our share of earnings from our investments in our
specialized funds and certain customized separate accounts in which we have a general partner commitment.
Equity income primarily comprises our share of the net realized and unrealized gains (losses) and investment
income partially offset by the expenses from these investments.
We have general partner commitments in our specialized funds and certain customized separate accounts
that invest solely in primary funds, secondary funds and direct 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 (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 they have a general partner
79
commitment, interest income on our previously consolidated funds and interest income on investments held in
trust, and changes in fair value of liabilities of our previously-sponsored special purpose acquisition company
(“SPAC”).
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. Prior to our IPO, we operated as a
partnership for U.S. federal income tax purposes and therefore were not subject to U.S. federal and state
income taxes. 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 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.
80
Annual Consolidated Results of Operations
Years Ended March 31,
(in thousands)
2024
2023
2022
Revenues
Management and advisory fees
$
451,936 $
371,874 $
314,228
Incentive fees
101,906
149,931
48,133
Consolidated variable interest entities related:
Incentive fees
—
6,948
5,558
Total revenues
553,842
528,753
367,919
Expenses
Compensation and benefits
204,004
198,412
129,165
General, administrative and other
103,403
89,395
68,040
Consolidated variable interest entities related:
General, administrative and other
617
906
1,150
Total expenses
308,024
288,713
198,355
Other income (expense)
Equity in income of investees
34,893
5,088
78,813
Interest expense
(11,169)
(8,617)
(4,634)
Interest income
5,427
1,789
500
Non-operating (loss) gain
(2,515)
(5,243)
64,469
Consolidated variable interest entities related:
Equity in income of investees
1,598
1,455
483
Unrealized gain
3,034
4,773
4,485
Interest expense
(6)
—
(4)
Interest income
4,581
3,325
—
Total other income
35,843
2,570
144,112
Income before income taxes
281,661
242,610
313,676
Income tax expense
54,454
55,425
66,423
Net income
227,207
187,185
247,253
Less: Income attributable to non-controlling interests in general partnerships
534
986
376
Less: Income attributable to non-controlling interests in Hamilton Lane Advisors,
L.L.C.
80,835
71,027
96,548
Less: Income attributable to redeemable non-controlling interests in Hamilton Lane
Alliance Holdings I, Inc.
—
5,617
4,343
Less: Income attributable to non-controlling interests in consolidated funds
4,980
435
—
Net income attributable to Hamilton Lane Incorporated
$
140,858 $
109,120 $
145,986
81
Revenues
The following table shows total revenues of the Company (excluding consolidated VIEs):
Year Ended March 31,
Total
Change
(in thousands)
2024
2023
Revenues
Management and advisory fees
Specialized funds
$
261,012 $
196,268 $
64,744
Customized separate accounts
128,826
117,763
11,063
Advisory
24,229
24,785
(556)
Reporting, monitoring, data and analytics
24,711
24,792
(81)
Distribution management
5,054
2,560
2,494
Fund reimbursement revenue
8,104
5,706
2,398
Total management and advisory fees
451,936
371,874
80,062
Incentive fees
Specialized funds
89,988
118,212
(28,224)
Customized separate accounts
11,918
31,719
(19,801)
Total incentive fees
101,906
149,931
(48,025)
Total revenues
$
553,842 $
521,805 $
32,037
Year ended March 31, 2024 compared to year ended March 31, 2023
Total revenues increased $32.0 million for fiscal 2024 compared to fiscal 2023, due to an increase in
management and advisory fees partially offset by a decrease in incentive fees.
Management and advisory fees increased $80.1 million for fiscal 2024 compared to fiscal 2023.
Specialized funds revenue increased by $64.7 million compared to the prior year, due primarily to a
$41.3 million increase in revenue from our latest secondary fund and a $25.3 million increase in revenue from
our evergreen funds, which added $2.4 billion and $2.7 billion, respectively, in fee-earning AUM year-over-
year. Revenue from our latest secondary fund included $19.6 million in retroactive fees during fiscal 2024
compared to $2.4 million in retroactive fees from our latest direct equity fund during fiscal 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
$11.1 million in fiscal 2024 due to a $2.9 billion increase in fee-earning AUM from the addition of several
new accounts, additional allocations from existing accounts and continued investment activity during the
fiscal year. Distribution management revenue increased $2.5 million in fiscal 2024 due to increased stock
distribution activity from investments held by clients that are managed by us. Fund reimbursement revenue
increased by $2.4 million attributed primarily to the timing of newly created funds.
Incentive fees decreased $48.0 million for fiscal 2024 compared to fiscal 2023 due primarily to decreases
in incentive fees from several funds having been in the general partner catch-up period in the prior fiscal year.
The catch-up period allocates distributions to the general partner to the agreed upon carried interest once the
investors' total invested capital is returned and the preferred return is achieved.
82
Expenses
The following table shows total expenses of the Company (excluding consolidated VIEs):
Year Ended March 31,
Total
Change
(in thousands)
2024
2023
Expenses
Compensation and benefits
Base compensation and benefits
$
166,394 $
149,318 $
17,076
Incentive fee compensation
25,477
39,144
(13,667)
Equity-based compensation
12,133
9,950
2,183
Total compensation and benefits
204,004
198,412
5,592
General, administrative and other
103,403
89,395
14,008
Total expenses
$
307,407 $
287,807 $
19,600
Year ended March 31, 2024 compared to year ended March 31, 2023
Total expenses increased $19.6 million for fiscal 2024 compared to fiscal 2023, due to increases in both
compensation and benefits expenses and general, administrative and other expenses.
Compensation and benefits expenses increased $5.6 million for fiscal 2024 compared to fiscal 2023, due
primarily to an increase in base compensation and benefits, partially offset by a decrease in incentive fee
compensation. Base compensation and benefits increased $17.1 million for fiscal 2024 compared to fiscal
2023, due primarily to an increase in salary expense from additional headcount. Incentive compensation
decreased $13.7 million for fiscal 2024 compared to fiscal 2023 due to a decrease in incentive fee revenue.
Equity based compensation increased $2.2 million in fiscal 2024 compared to fiscal 2023, driven primarily by
a full year of expense related to performance awards included in fiscal 2024 compared to fiscal 2023 due to
the performance awards being issued in September 2022.
General, administrative and other expenses increased $14.0 million for fiscal 2024 compared to fiscal
2023. This change consisted primarily of a $6.7 million increase in third-party commissions primarily
attributed to the increase in gross subscriptions to our evergreen funds, a $2.6 million increase in fund
reimbursement expense attributed to the timing of newly created funds, a $2.1 million increase in technology
related expense and a $1.7 million increase in travel, conferences and marketing expenses.
83
Other Income (Expense)
The following table shows the total other income (expense) of the Company (excluding consolidated
VIEs):
Year Ended March 31,
Total
Change
(in thousands)
2024
2023
Other income (expense)
Equity in income of investees
Primary funds
$
515 $
67 $
448
Direct investment funds
12,061
(2,941)
15,002
Secondary funds
4,376
693
3,683
Customized separate accounts
9,232
(383)
9,615
Evergreen funds
9,173
7,603
1,570
Other equity method investments
(464)
49
(513)
Total equity in income of investees
34,893
5,088
29,805
Interest expense
(11,169)
(8,617)
(2,552)
Interest income
5,427
1,789
3,638
Non-operating loss
(2,515)
(5,243)
2,728
Total other income (expense)
$
26,636 $
(6,983) $
33,619
Year ended March 31, 2024 compared to year ended March 31, 2023
Other income (expense) increased $33.6 million for fiscal 2024 compared to fiscal 2023, due primarily to
increases in equity in income of investees.
Equity in income of investees increased $29.8 million for fiscal 2024 compared to fiscal 2023. This
increase was due primarily to a $15.0 million increase across our direct investment funds, a $9.6 million
increase in our customized separate accounts, and a $3.7 million increase in gains in our secondary funds.
Interest expense increased $2.6 million for fiscal 2024 compared to fiscal 2023, due primarily to
increased interest rates on our variable-rate Term Loan Agreement.
Interest income increased $3.6 million for fiscal 2024 compared to fiscal 2023, attributed primarily to
increased rates on interest bearing accounts.
Non-operating loss decreased $2.7 million for fiscal 2024 compared to fiscal 2023, due primarily to a
decrease in negative fair value adjustments related to our non-fund investments partially offset by an increase
in tax receivable agreement expense. Losses on non-fund investments decreased in fiscal 2024 by $5.8 million
compared to fiscal 2023 driven by the recognition of a $43.3 million impairment on an investment offset by
$36 million in positive fair value adjustments on several other investments during fiscal 2023. Tax receivable
agreement expense increased $3.5 million during fiscal 2024 compared to fiscal 2023, driven primarily by
changes in projected income tax rates in fiscal 2024.
84
Consolidated Variable Interest Entities
The following table shows the results of operations of consolidated VIEs:
Year Ended March 31,
Total
Change
(in thousands)
2024
2023
Revenue
Incentive fees
$
— $
6,948 $
(6,948)
Expenses
General, administrative and other
$
617 $
906 $
(289)
Other income (expense)
Equity in income of investees
$
1,598 $
1,455 $
143
Unrealized gain
3,034
4,773
(1,739)
Interest expense
(6)
—
(6)
Interest income
4,581
3,325
1,256
Total other income (expense)
$
9,207 $
9,553 $
(346)
Year ended March 31, 2024 compared to year ended March 31, 2023
Incentive fees decreased $6.9 million for fiscal 2024 compared to fiscal 2023, due to decreases in
incentive fees from our specialized funds.
Total other income of consolidated VIEs decreased $0.3 million for fiscal 2024 compared to fiscal 2023,
due primarily to the decrease in unrealized gain partially offset by an increase in interest income. Unrealized
gain decreased by $1.7 million due primarily to the change in fair value of a consolidated Partnership prior to
its deconsolidation in fiscal 2024 compared to fiscal 2023. Interest income increased $1.3 million due
primarily to interest income of investments earned by a consolidated Partnership prior to its deconsolidation
in fiscal 2024 compared to fiscal 2023.
Income Tax Expense
Our effective income tax rate in fiscal 2024 and 2023 was 19.3% and 22.8%, respectively. The fiscal
2024 effective income tax rate was different from the statutory tax rate due to the portion of income allocated
to non-controlling interests and valuation allowance recorded against deferred tax assets. The effective
income tax rate for fiscal 2024 was less than fiscal 2023 primarily due to changes in valuation allowance
recorded against deferred tax assets in fiscal 2024.
85
Non-Controlling Interests
The following table shows income attributable to non-controlling interests:
Year Ended March 31,
Total
Change
2024
2023
Income attributable to non-controlling interests in general partnerships
$
534 $
986 $
(452)
Income attributable to non-controlling interests in Hamilton Lane Advisors, L.L.C.
80,835
71,027
9,808
Income attributable to redeemable non-controlling interests in Hamilton Lane
Alliance Holdings I, Inc.
—
5,617
(5,617)
Income attributable to non-controlling interests in consolidated funds
4,980
435
4,545
Net income attributable to non-controlling interest
$
86,349 $
78,065 $
8,284
Year ended March 31, 2024 compared to year ended March 31, 2023
Net income attributable to non-controlling interests increased by $8.3 million in fiscal 2024 compared to
fiscal 2023. The increase was driven primarily by the allocation of net income to non-controlling interest
holders based upon their economic ownership percentages, partially offset by our increased economic
ownership percentage in Hamilton Lane Advisors, L.L.C during fiscal 2024 and the liquidation of Hamilton
Alliance Holdings I, Inc. during fiscal 2023.
Fee-Earning AUM
The following table provides the period to period roll-forward of our fee-earning AUM:
Year Ended March 31,
Year Ended March 31,
2024
2023
(in millions)
Customized
Separate
Accounts
Specialized
Funds
Total
Customized
Separate
Accounts
Specialized
Funds
Total
Balance, beginning of period
$
34,684 $
22,662 $
57,346 $
30,938 $
18,193 $
49,131
Contributions (1)
7,689
6,198
13,887
7,802
5,098
12,900
Distributions (2)
(5,035)
(1,100)
(6,135)
(4,030)
(949)
(4,979)
Foreign exchange, market value and
other (3)
236
415
651
(26)
320
294
Balance, end of period
$
37,574 $
28,175 $
65,749 $
34,684 $
22,662 $
57,346
(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.
86
Year ended March 31, 2024 compared to year ended March 31, 2023
Fee-earning AUM increased $8.4 billion for fiscal 2024 compared to fiscal 2023 due to contributions
from customized separate accounts and specialized funds.
Customized separate accounts fee-earning AUM increased $2.9 billion for fiscal 2024 compared to fiscal
2023. Customized separate accounts contributions were $7.7 billion for fiscal 2024 due to new allocations
from existing clients and new clients. Distributions were $5.0 billion for fiscal 2024 due to $2.6 billion from
accounts moving from a committed to net invested capital fee base, $1.4 billion from returns of capital in
accounts earning fees on a net invested capital or NAV fee base, and $1.0 billion from accounts reaching the
end of their fund term.
Specialized funds fee-earning AUM increased $5.5 billion for fiscal 2024 compared to fiscal 2023.
Specialized fund contributions were $6.2 billion for fiscal 2024, due primarily to $2.4 billion from our latest
secondary fund and $2.7 billion from our evergreen funds. Distributions were $1.1 billion for fiscal 2024, due
to $1.0 billion from returns of capital in funds earning fees on a net invested capital or NAV fee base and
$0.1 billion from funds moving from a committed to net invested capital fee base.
Non-GAAP Financial Measures
Below is a description of our unaudited non-GAAP financial measures. These are not measures of
financial performance under GAAP and should not be considered a substitute for the most directly
comparable GAAP measures, which are reconciled below. These measures have limitations as analytical
tools, and when assessing our operating performance, you should not consider these measures in isolation or
as a substitute for GAAP measures. Other companies may calculate these measures differently than we do,
limiting their usefulness as a comparative measure.
Fee Related Earnings
Fee Related Earnings (“FRE”) is used to highlight earnings from recurring management fees. FRE
represents net income excluding (a) incentive fees and related compensation, (b) interest income and expense,
(c) income tax expense, (d) equity in income of investees, (e) non-operating (loss) gain and (f) certain other
significant items that we believe are not indicative of our core performance. We believe FRE is useful to
investors because it provides additional insight into the operating profitability of our business. FRE is
presented before income taxes.
Adjusted EBITDA
Adjusted EBITDA is an internal measure of profitability. We believe Adjusted EBITDA is useful to
investors because it enables them to better evaluate the performance of our core business across reporting
periods. Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt,
(b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense,
(e ) non-operating (loss) gain and (f) certain other significant items that we believe are not indicative of our
core performance.
87
The following table shows a reconciliation of net income attributable to Hamilton Lane Incorporated to
Fee Related Earnings and Adjusted EBITDA for fiscal 2024, 2023, and 2022:
Year Ended March 31,
2024
2023
2022
($ in thousands)
Net income attributable to Hamilton Lane Incorporated
$
140,858
$
109,120
$
145,986
Income attributable to non-controlling interests in general partnerships
534
986
376
Income attributable to non-controlling interests in Hamilton Lane Advisors,
L.L.C.
80,835
71,027
96,548
Income attributable to redeemable non-controlling interests in Hamilton Lane
Alliance Holdings I, Inc.
—
5,617
4,343
Income attributable to non-controlling interests in consolidated funds
4,980
435
—
Incentive fees
(101,906)
(156,879)
(53,691)
Incentive fee related compensation (1)
48,406
74,374
25,395
Consolidated VIE related general, administrative and other expenses
566
846
1,176
Revenue related to consolidated funds
394
61
—
Non-operating income related compensation
59
367
1,810
Interest income
(10,008)
(5,114)
(500)
Interest expense
11,175
8,617
4,638
Income tax expense
54,454
55,425
66,423
Equity in income of investees
(36,491)
(6,543)
(79,296)
Non-operating (gain) loss
(519)
470
(68,954)
Fee Related Earnings
$
193,337
$
158,809
$
144,254
Depreciation and amortization
8,186
7,442
5,495
Equity-based compensation
12,133
9,950
7,404
Incentive fees
101,906
156,879
53,691
Incentive fees attributable to non-controlling interests
—
(302)
(228)
Incentive fee related compensation (1)
(48,406)
(74,374)
(25,395)
Non-operating income related compensation
(59)
(367)
(1,810)
Interest income
5,427
1,789
500
Adjusted EBITDA
$
272,524
$
259,826
$
183,911
(1) Incentive fee related compensation includes incentive fee compensation expense, bonus and other revenue sharing related to
carried interest that is classified as base compensation.
88
Non-GAAP Earnings Per Share
Non-GAAP earnings per share measures our per-share earnings excluding certain significant items that
we believe are not indicative of our core performance and assuming all Class B and Class C units in HLA
were exchanged for Class A common stock in HLI. Non-GAAP earnings per share is calculated as adjusted
net income divided by adjusted shares outstanding. Adjusted net income is income before taxes fully taxed at
our estimated statutory tax rate and excludes any impact of changes in carrying amount of our redeemable
NCI. Adjusted shares outstanding for the years ended March 31, 2024, 2023 and 2022 are equal to weighted-
average shares of Class A common stock outstanding - diluted. We believe adjusted net income and non-
GAAP earnings per share are useful to investors because they enable them to better evaluate total and per-
share operating performance across reporting periods.
The following table shows a reconciliation of adjusted net income to net income attributable to Hamilton
Lane Incorporated and adjusted shares outstanding to weighted-average shares of Class A common stock
outstanding for fiscal 2024, 2023, and 2022:
Year Ended March 31,
2024
2023
2022
(in thousands, except share and per-share amounts)
Net income attributable to Hamilton Lane Incorporated
$
140,858
$
109,120
$
145,986
Income attributable to non-controlling interests in Hamilton Lane Advisors,
L.L.C.
80,835
71,027
96,548
Income tax expense
54,454
55,425
66,423
Adjusted pre-tax net income
$
276,147
$
235,572
$
308,957
Adjusted income taxes (1)
(64,618)
(56,066)
(73,532)
Adjusted net income
$
211,529
$
179,506
$
235,425
Weighted-average shares of Class A common stock outstanding - diluted
53,902,467
53,698,681
53,674,293
Adjusted shares outstanding (2)
53,902,467
53,698,681
53,674,293
Non-GAAP earnings per share
$
3.92
$
3.34
$
4.39
(1) For the year ended March 31, 2024, represents corporate income taxes at our estimated statutory tax rate of 23.4% applied to
adjusted pre-tax net income. The 23.4% is based on a federal tax statutory rate of 21.0% and a combined state income tax rate net
of federal benefits of 2.4%. The years ended March 31, 2023 and 2022, represent corporate income taxes at our estimated
statutory tax rate of 23.8% 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%.
(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. For the year ended March 31, 2024, 2023, and 2022, the full exchange of Class B and Class C units is already
included within the GAAP Weighted-average shares of Class A common stock outstanding - diluted.
89
Investment Performance
The following tables present information relating to the historical performance of our specialized funds
with fund families having at least two distinct vintages and most recent fund sizes of greater than $500
million per fund. The data are presented from the date indicated through December 31, 2023 and have not
been adjusted to reflect acquisitions or disposals of investments subsequent to that date.
When considering the data presented below, note that the historical results of our specialized funds are
not indicative of the future results you should expect from such investments, from any future investment
funds we may raise or from an investment in our Class A common stock, in part because:
•
market conditions and investment opportunities during previous periods may have been significantly
more favorable for generating positive performance than those we may experience in the future;
•
the performance of our funds is generally calculated on the basis of the NAV of the funds’
investments, including unrealized gains, which may never be realized;
•
our historical returns derive largely from the performance of our earlier funds, whereas future fund
returns will depend increasingly on the performance of our newer funds or funds not yet formed;
•
our newly-established funds may generate lower returns during the period that they initially deploy
their capital;
•
in recent years, there has been increased competition for investment opportunities resulting from the
increased amount of capital invested in private markets alternatives and high liquidity in debt
markets, and the increased competition for investments may reduce our returns in the future;
•
the performance of particular funds also will be affected by risks of the industries and businesses in
which they invest; and
•
we may create new funds that reflect a different asset mix and new investment strategies, as well as a
varied geographic and industry exposure, compared to our historical funds, and any such new funds
could have different returns than our previous funds.
The historical and potential future returns of the investment funds we manage are not directly linked to
returns on our Class A common stock. Therefore, you should not conclude that continued positive
performance of the investment funds we manage will necessarily result in positive returns on an investment in
our Class A common stock. As used in this discussion, internal rate of return (“IRR”) is calculated on a
pooled basis using daily cash flows. See “—Performance Methodology” below for more information on how
our returns are calculated.
Specialized Fund Performance
We organize, invest and manage specialized primary, secondary and direct investment funds. Our
specialized funds invest across a variety of private markets and include equity, equity-linked and credit funds
offered on standard terms, as well as shorter duration, opportunistically oriented funds. Below is performance
information across our various specialized funds. Substantially all of these funds are globally focused, and
they are grouped by the investment strategy utilized.
90
Gross Returns — Realized and Unrealized
Fund
Vintage
year
Fund
size
($M)
Capital
invested
($M)
Gross
multiple
Net
Multiple
Gross
IRR (%)
Net
IRR (%)
Gross
Spread vs.
S&P 500
PME
Net Spread
vs. S&P 500
PME
Gross
Spread vs.
MSCI
World
PME
Net Spread
vs. MSCI
World PME
Primaries (Diversified)
PEF I
1998
122
117
1.3
1.2
5.4%
2.5%
378 bps
76 bps
322 bps
16 bps
PEF IV
2000
250
238
1.7
1.5
16.2%
11.2%
1,302 bps
828 bps
1,170 bps
708 bps
PEF V
2003
135
133
1.7
1.6
14.2%
9.6%
841 bps
363 bps
950 bps
466 bps
PEF VI
2007
494
513
1.7
1.6
11.6%
8.7%
59 bps
(185 bps)
395 bps
145 bps
PEF VII
2010
262
289
1.6
1.6
12.3%
8.4%
(156 bps)
(527 bps)
237 bps
(139 bps)
PEF VIII
2012
427
428
1.5
1.5
9.4%
7.0%
(361 bps)
(593 bps)
(37 bps)
(271 bps)
PEF IX
2015
517
519
1.9
1.9
18.8%
16.6%
490 bps
278 bps
800 bps
583 bps
PEF X
2018
278
247
1.5
1.5
17.6%
14.6%
505 bps
148 bps
770 bps
405 bps
Secondaries
Pre-Fund
—
—
362
1.5
N/A
17.1%
N/A
1,330 bps
N/A
1,172 bps
N/A
Secondary Fund I
2005
360
353
1.2
1.2
5.2%
3.8%
113 bps
(63 bps)
341 bps
157 bps
Secondary Fund II
2008
591
603
1.5
1.4
19.9%
13.5%
452 bps
(195 bps)
869 bps
211 bps
Secondary Fund III
2012
909
839
1.4
1.3
12.7%
10.1%
(74 bps)
(358 bps)
311 bps
33 bps
Secondary Fund IV
2016
1,917
2,073
1.7
1.6
16.7%
17.4%
266 bps
289 bps
582 bps
616 bps
Secondary Fund V
2019
3,929
3,745
1.5
1.5
21.6%
20.2%
1,210 bps
1,088 bps
1,449 bps
1,329 bps
Secondary Fund VI
2022
3,577
994
1.4
1.8
94.2%
>100%
6,743 bps
16,963 bps
6,968 bps
17,145 bps
Direct/Co-investments
Pre-Fund
—
—
244
1.9
N/A
21.3%
N/A
1,655 bps
N/A
1,600 bps
N/A
Co-Investment Fund
2005
604
578
1.0
0.9
0.2%
(1.3)%
(569 bps)
(746 bps)
(319 bps)
(501 bps)
Co-Investment Fund II
2008
1,195
1,157
2.1
1.8
17.9%
14.3%
569 bps
187 bps
948 bps
561 bps
Co-Investment Fund III
2014
1,243
1,323
1.8
1.6
15.2%
12.2%
102 bps
(199 bps)
434 bps
128 bps
Co-Investment Fund IV
2018
1,698
1,490
2.3
2.1
26.3%
24.5%
1,230 bps
1,034 bps
1,509 bps
1,308 bps
Equity Opportunities Fund V
2021
2,069
1,607
1.3
1.2
14.0%
11.8%
589 bps
417 bps
749 bps
578 bps
Fund
Vintage
year
Fund
size
($M)
Capital
invested
($M)
Gross
multiple
Net
Multiple
Gross
IRR (%)
Net
IRR (%)
Gross
Spread vs.
CS HY II
PME
Net Spread
vs. CS HY
II PME
Gross
Spread vs.
CS LL
PME
Net Spread
vs. CS LL
PME
Strategic Opportunities (Tail-end secondaries and credit)
Strat Opps 2015
2015
71
68
1.3
1.2
14.1%
10.6%
561 bps
215 bps
862 bps
513 bps
Strat Opps 2016
2016
214
216
1.3
1.2
10.9%
8.5%
493 bps
254 bps
606 bps
370 bps
Strat Opps 2017
2017
435
448
1.3
1.3
11.5%
9.1%
727 bps
473 bps
723 bps
484 bps
Strat Opps IV (Series 2018)
2018
889
870
1.3
1.2
9.9%
7.8%
592 bps
365 bps
613 bps
377 bps
Strat Opps V (Series 2019)
2019
762
711
1.2
1.2
11.8%
9.3%
818 bps
495 bps
631 bps
301 bps
Strat Opps VI (Series 2020)
2021
898
852
1.2
1.1
8.1%
6.5%
653 bps
379 bps
259 bps
42 bps
Strat Opps VII
2022
953
803
1.1
1.1
14.7%
13.4%
341 bps
105 bps
344 bps
162 bps
Strat Opps VIII
2023
700
32
1.0
N/A
N/M
N/A
N/M
N/A
N/M
N/A
91
Performance Methodology
The indices presented for comparison are the S&P 500, MSCI World, Credit Suisse High Yield II (“CS
HY II”) and Credit Suisse Leverage Loan (“CS LL”), calculated on a public market equivalent (“PME”)
basis. We believe these indices are commonly used by private markets and credit investors to evaluate
performance. The PME calculation methodology allows private markets investment performance to be
evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index
on the days the capital was called and distributed from the underlying fund managers. The S&P 500 Index is a
total return capitalization-weighted index that measures the performance of 500 U.S. large cap stocks. The
MSCI World Index is a free float-adjusted market capitalization-weighted index of over 1,600 world stocks
that is designed to measure the equity market performance of developed markets. The CS HY II Index,
formerly known as the DLJ High Yield Index, is designed to mirror the investable universe of the U.S. dollar
denominated high yield debt market. Prices for the CS HY II Index are available on a weekly basis. The CS
LL Index is an index designed to mirror the investable universe of the U.S. dollar denominated leveraged loan
market. Loans must be rated 5B or lower and the index frequency is monthly.
Our IRR represents the pooled IRR for all discretionary investments for the period from inception to
December 31, 2023. Gross IRR is presented net of management fees, carried interest and expenses charged by
the general partners of the underlying investments, but does not include our management fees, carried interest
or expenses. Our gross IRR would decrease with the inclusion of our management fees, carried interest and
expenses. Net IRR is net of all management fees, carried interest and expenses charged by the general
partners of the underlying investments, as well as by us. Net IRR figures for our funds do not include cash
flows attributable to the general partner. Note that secondary portfolio IRRs can be initially impacted by
purchase discounts (or premiums) paid at the closing of a transaction, the impact of which will diminish over
time.
“Capital Invested” refers to the total amount of all investments made by a fund, including commitment-
reducing and non-commitment-reducing capital calls. “Multiple” represents total distributions from
underlying investments to the fund plus the fund’s market value divided by total contributed capital. “Gross
Multiple” is presented net of management fees, carried interest and expenses charged by the fund managers of
the underlying investments.
Specialized fund and pre-fund performance does not include ten funds-of-funds that have investor-
specific investment guidelines.
Many of our specialized funds utilize revolving credit facilities, which provide capital that is available to
fund investments or pay partnership expenses and management fees. Borrowings may be paid down from
time to time with investor capital contributions or distributions from investments. The use of a credit facility
affects the fund’s return and magnifies the performance on the upside or on the downside.
92
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 March 31, 2024 and March 31, 2023, our cash and cash equivalents were $114.6 million and $99.7 million,
respectively.
Our material sources of cash from our operations include: (1) management and advisory fees, which are
collected monthly or quarterly; (2) incentive fees, which are volatile and largely unpredictable as to amount
and timing; and (3) fund distributions related to investments in our specialized funds and certain customized
separate accounts that we manage. We use cash flow from operations primarily to pay compensation and
related expenses, general, administrative and other expenses, debt service, capital expenditures and
distributions to our owners and to fund commitments to certain of our specialized funds and customized
separate accounts. If cash flow from operations were insufficient to fund distributions to our owners, we
expect that we would suspend paying such distributions.
We have also accessed the capital markets and used proceeds from sales of our Class A common stock to
settle in cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our
exchange agreement.
Finally, we have used available cash and borrowings from our Loan Agreements to make strategic
investments in companies that seek to offer technology-driven private markets data and wealth management
solutions.
Loan Agreements
We maintain the Term Loan Agreement, the Revolving Loan Agreement, the 2020 Multi-Draw Term
Loan Agreement and the 2022 Multi-Draw Term Loan Agreement with JPMorgan, as successor to First
Republic. In early May 2023, JPMorgan announced its purchase of First Republic after that bank’s failure.
The purchase included the Loan Agreements. The Loan Agreements are cross-collateralized and cross-
defaulted and the aggregate principal amount of loans that may be outstanding under all of the Loan
Agreements is subject to an aggregate cap of $325 million (the “Cap”).
The Term Loan Agreement has a maturity date of January 1, 2030 and the interest rate is a floating per
annum rate equal to the prime rate minus 1.25% subject to a floor of 3.00%. As of March 31, 2024, we had an
outstanding balance of $97 million under the Term Loan Agreement.
The Revolving Loan Agreement provides that the aggregate outstanding balance will not exceed $50
million, subject to the Cap, and has a maturity date of March 24, 2025. The interest rate is a floating per
annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. As of March 31, 2024, we did not
have an outstanding balance under the Revolving Loan Agreement.
The 2020 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount
of $100 million with a maturity date of July 1, 2030. The interest rate is a fixed per annum rate of 3.50%. As
of March 31, 2024, we had an outstanding balance of $100 million under the 2020 Multi-Draw Term Loan
Agreement.
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The 2022 Multi-Draw Term Loan Agreement has a maturity date of October 1, 2029 and the interest rate
is a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 3.00%. As of March 31,
2024, we did not have an outstanding balance under the 2022 Multi-Draw Term Loan Agreement. We are
entitled to request term loans not to exceed $75 million in the aggregate, subject to the Cap, through
September 30, 2025.
The Loan Agreements contain covenants that, among other things, limit HLA’s ability to incur
indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make
investments, pay dividends or make distributions, engage in transactions with affiliates and take certain
actions with respect to management fees. The Loan Agreements also require HLA to maintain, among other
requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as
defined in the Loan Agreements, and (iii) a specified minimum tangible net worth, during the term of each of
the Loan Agreements. The obligations under the Loan Agreements are secured by substantially all the assets
of HLA. As of March 31, 2024 and 2023, the principal amount of debt outstanding equaled $196.9 million
and $214.4 million, respectively. We had $128.1 million in availability under the Loan Agreements as of
March 31, 2024.
Cash Flows
Year Ended March 31,
2024
2023
2022
(in millions)
Net cash provided by operating activities
$
120.9
$
226.6
$
169.5
Net cash (used in) provided by investing activities
$
(122.2) $
177.9
$
(70.5)
Net cash provided by (used in) financing activities
$
4.4
$
(364.1) $
(113.2)
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, fair value adjustments to investments and depreciation and amortization, all of which are included in
earnings. For the years ended March 31, 2024, 2023 and 2022, our net cash provided by operating activities
was driven primarily by receipts of management fees and incentive fees, partially offset by payment of
operating expenses, which includes compensation and benefits and general, administrative and other
expenses. Additionally, the year ended March 31, 2024 was impacted by cash relinquished upon
deconsolidation of a previously consolidated fund while the year ended March 31, 2023 was impacted by an
impairment on one of our investments.
Investing Activities
Our investing activities generally reflect cash used for acquisitions, fixed asset purchases and
contributions to and distributions from our investments. For the years ended March 31, 2024, 2023 and 2022,
our net cash used in investing activities was driven primarily by purchases of furniture, fixtures and
equipment, purchase of other investments and net contributions to our funds. Additionally, the year ended
March 31, 2023 included the sale of investments held in trust by our consolidated SPAC due to its liquidation.
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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 drawdowns and
repayments of our outstanding debt. For the years ended March 31, 2024, 2023 and 2022, our net cash used in
financing activities was driven primarily by dividends paid to stockholders, payments under the tax receivable
agreement, distributions to HLA members and drawdowns and repayments under our Revolving Credit
Agreement. Additionally, the year ended March 31, 2023 included the redemption by our consolidated SPAC
of its Class A common stock from its holders.
Future Sources and Uses of Liquidity
We generate significant cash flows from operating activities. We believe that we will be able to continue
to meet our short-term and long-term liquidity and capital requirements through our cash flows from
operating activities, existing cash and cash equivalents and our ability to obtain future external financing.
However, the availability of capital from the Loan Agreements and our cash balances are exposed to the
credit risks of the financial institutions at which they are held. If events involving limited liquidity, defaults,
non-performance or other adverse developments that affect financial institutions or the financial services
industry generally, or concerns or rumors about any such events, occur, our ability to access existing cash,
cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities to
pay operational and other costs, may be threatened or lost.
We believe we will also continue to evaluate opportunities, based on market conditions, to access the
capital markets for working capital or to use proceeds from sales of our Class A common stock to settle in
cash exchanges of HLA membership interests by direct and indirect owners of HLA pursuant to our exchange
agreement. The timing or size of any potential transactions will depend on a number of factors, including
market opportunities and our views regarding our capital and liquidity positions and potential future needs.
There can be no assurance that any such transactions will be completed on favorable terms, or at all.
We will also continue to evaluate opportunities to make strategic investments in companies that seek to
offer technology-driven private markets data and wealth management solutions.
In November 2018, we authorized a program to repurchase up to 6% of the outstanding shares of our
Class A common stock, not to exceed $50 million (the “Stock Repurchase Program”). The Stock Repurchase
Program does not include specific price targets or timetables and may be suspended or terminated by us at any
time. We intend to finance the purchases using available working capital and/or external financing. The Stock
Repurchase Program expires 12 months after the date of the first acquisition under the authorization. We have
not repurchased any shares of our Class A common stock under the Stock Repurchase Program, and therefore
the full purchase authority remains available. Our board of directors periodically reviews the Stock
Repurchase Program and most recently re-approved it in December 2023.
We expect that our primary short-term and long-term liquidity needs will comprise cash to: (1) provide
capital to facilitate the growth of our business; (2) fund commitments to our investments; (3) pay operating
expenses, including cash compensation to our employees; (4) make payments and/or exercise early
termination buyout rights under the tax receivable agreement; (5) fund capital expenditures and make
strategic investments; (6) pay interest and principal due on our outstanding debt; (7) pay income taxes;
(8) make dividend payments to our stockholders and distributions to holders of HLA units in accordance with
our distribution policy; (9) settle exchanges of HLA membership interests by direct and indirect owners of
HLA pursuant to our exchange agreement from time to time; and (10) fund purchases of our Class A common
stock pursuant to the Stock Repurchase Program.
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We are required to maintain minimum net capital balances for regulatory purposes for certain of our
foreign subsidiaries and our broker-dealer subsidiary. These net capital requirements are met by retaining
cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and
jurisdictions. As of March 31, 2024, we were required to maintain approximately $5.0 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 create
other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in
the future. The tax receivable agreement will require us to pay 85% of the amount of these and certain other
tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a
change in control or a material breach by us of our obligations under the tax receivable agreement) to the pre-
IPO members of HLA.
Contractual Obligations, Commitments and Contingencies
The following table represents our contractual obligations as of March 31, 2024, aggregated by type:
Contractual Obligations, Commitments and Contingencies
(in millions)
Total
Less than 1
year
1-3 years
3-5 years
More than
5 years
Operating leases
$
97.8 $
8.8 $
16.3 $
13.8 $
58.9
Debt obligations payable (1)
196.9
2.5
24.4
77.5
92.5
Interest on debt obligations payable (2)
46.8
10.6
19.8
14.4
2.0
Capital commitments to our investments (3)
267.7
267.7
—
—
—
Total
$
609.2 $
289.6 $
60.5 $
105.7 $
153.4
(1) Represents scheduled debt obligation payments under our Loan Agreements.
(2) Represents interest to be paid over the maturity of the related debt obligations, which has been calculated assuming no pre-
payments will be made and debt will be held until its final maturity date. The future interest payments are calculated using the
variable interest rate of 7.25% on our Term Loan Agreement and the fixed interest rate of 3.50% on our 2020 Multi-Draw Term
Loan Agreement.
(3) Represents commitments by us to fund a portion of each investment made by our specialized funds and certain customized
separate account entities. These amounts are generally due on demand and are therefore presented in the less than one year
category.
We have entered into a tax receivable agreement with our pre-IPO owners pursuant to which we will pay
them 85% of the amount of tax benefits, if any, that we realize (or are deemed to realize in the case of an early
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termination payment by us, a change in control or a material breach by us of our obligations under the tax
receivable agreement) as a result of increases in tax basis (and certain other tax benefits) resulting from
purchases or exchanges of membership units of HLA. Because the timing of amounts to be paid under the tax
receivable agreement cannot be determined, this contractual commitment has not been presented in the table
above. The tax savings achieved may be substantial and we may not have sufficient cash available to pay this
liability, in which case, we might be required to incur additional debt to satisfy this liability.
We offer 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 interest in the fund and return of capital distributions are
utilized to pay the outstanding loan balance. We entered into a separate arrangement 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 default by the
employee. As of March 31, 2024, the total amount of outstanding loans under the EIP was $1.0 million and
we believe the risk of default by an employee to be remote.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP. In applying many of these
accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts
of assets, liabilities, revenues and expenses in our combined and consolidated financial statements. We base
our estimates and judgments on historical experience and other assumptions that we believe are reasonable
under the circumstances. These assumptions, estimates or judgments, however, are both subjective and
subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are
ultimately different from our estimates, the revisions are included in our results of operations for the period in
which the actual amounts become known. We believe the following critical accounting estimates could
potentially produce materially different results if we were to change underlying assumptions, estimates or
judgments. See Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial
statements included in Part II, Item 8 of this Form 10-K for a summary of our significant accounting policies.
Principles of Consolidation
We consolidate all entities that we control through a controlling financial interest or as the primary
beneficiary of VIEs.
We perform an analysis to determine whether consolidation is required by determining (1) whether we
have a variable interest in each entity, (2) whether that entity is a VIE and (3) whether we are the primary
beneficiary of this entity and consolidation is required.
In evaluating whether we hold a variable interest, we review the equity ownership to determine whether
we absorb risk created and distributed by the entity, as well as whether the fees charged to the entity are
customary and commensurate with the effort required to provide the services. We consider all economic
interests, including indirect interests, to determine if a fee is considered a variable interest.
The assessment of whether the entity is a VIE requires an evaluation of qualitative factors and, where
applicable, quantitative factors. These judgments include: (a) determining whether the equity investment at
risk is sufficient to permit the entity to finance its activities without additional subordinated financial support,
(b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the
economic performance of the entity, (c) determining whether two or more parties’ equity interests should be
97
aggregated, and (d) determining whether the equity investors have proportionate voting rights to their
obligations to absorb losses or rights to receive returns from an entity.
For entities that are determined to be VIEs, we are required to consolidate those entities where we have
concluded that we are the primary beneficiary. The primary beneficiary is defined as the variable interest
holder with (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic
performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity
that could potentially be significant to the VIE. In evaluating whether we are the primary beneficiary, we
evaluate our economic interests in the entity held either directly or indirectly by us.
Changes to our judgments could result in a change in our consolidation conclusion for an entity.
Revenue Recognition of Incentive Fees
Incentive fees include both carried interest earned from certain specialized funds and performance fees
received from certain specialized funds and customized separate accounts. We recognized $101.9 million of
incentive fees in fiscal 2024 and have $1.2 billion of unrecognized carried interest as of March 31, 2024.
Contracts with specialized funds and certain customized separate accounts provide incentive fees, which
generally range from 5.0% to 12.5% of profits, when investment returns exceed minimum return levels or
other performance targets on either an annual or inception to date basis and are generally payable after all
contributed capital and the preferred return on that capital has been distributed to investors. Incentive fees are
recognized 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.
Investment returns are highly susceptible to market factors and judgments and actions of third parties that
are outside of our control. We estimate the amount and probability of additional future capital contributions,
both unfunded commitments or follow-on investment opportunities in underlying portfolio investments, to
specialized funds and customized separate accounts, which could impact the probability of a significant
reversal occurring. Incentive fee revenue can vary significantly year over year based upon the judgments,
market factors, and actions of third parties as discussed above.
Income Taxes
We account for income taxes using the asset and liability method. Deferred income taxes are recognized
for the expected future tax consequences attributable to temporary differences between the carrying amount of
the existing tax assets and liabilities and their respective tax basis using enacted tax rates expected to be
applied in the years in which temporary differences are expected to be recovered or settled. As of March 31,
2024, we had deferred tax assets of $261.9 million primarily due to our acquisitions of HLA units. Realization
of the deferred tax assets is primarily dependent upon (1) historic earnings, (2) forecasted taxable income, (3)
future tax deductions of tax basis step-ups related to our IPO and subsequent unit exchanges, (4) future tax
deductions related to payments under the tax receivable agreement, and (5) our share of HLA’s temporary
differences that result in future tax deductions. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount more likely than not to be realized. As of March 31, 2024, we had a
valuation allowance of $90.5 million. Changes in judgment as it relates to the realizability of these assets, as
well as potential changes in corporate tax rates, would have the effect of significantly reducing the value of
the deferred tax assets.
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We analyze our tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where
we are required to file income tax returns, as well for all open tax years in these jurisdictions. We evaluate tax
positions taken or expected to be taken in the course of preparing an entity’s tax returns to determine whether
it is “more-likely-than-not” that each tax position will be sustained by the applicable tax authority.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental
taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions,
including evaluating uncertainties under GAAP. We review our tax positions quarterly and adjust our tax
balances as new legislation is passed or new information becomes available.
Tax Receivable Agreement
Our purchase of HLA Class A units concurrent with the IPO, and subsequent exchanges by holders of
HLA units for shares of our Class A common stock pursuant to the exchange agreement, result in increases in
our share of the tax basis of the tangible and intangible assets of HLA, which increases the tax depreciation
and amortization deductions that otherwise would not have been available to us. These increases in tax basis
and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we
would otherwise be required to pay in the future. We entered into the tax receivable agreement with the other
members of HLA, which requires us to pay exchanging HLA unitholders (the “TRA Recipients”) 85% of the
amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under
certain circumstances, are deemed to realize) as a result of the increases in tax basis in connection with
exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments
under the tax receivable agreement. Generally, if we do not generate sufficient cumulative taxable income in
the future to utilize the tax benefits, then we will not be required to make the related tax receivable agreement
payments—the exception being that our obligation to make such payments may be accelerated if we elect to
terminate the tax receivable agreement, in whole or in part, or if a change in control of us, or a breach of the
tax receivable agreement by us, occurs. Therefore, we will generally only recognize a liability for payments
under the tax receivable agreement for financial reporting purposes to the extent we determine it is probable
that we will generate sufficient future taxable income to utilize the related tax benefits. Estimating and
projecting future taxable income is inherently uncertain and requires judgment. Actual taxable income may
differ from estimates, which could significantly affect the liability under the tax benefit arrangements and our
consolidated results of operations.
Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes
and receive corresponding tax deductions in future periods. As of March 31, 2024, the tax receivable
agreement resulted in a liability of $201.4 million. Significant changes in the projected liability resulting from
the tax receivable agreement may occur based on changes in anticipated future taxable income, changes in
applicable tax rates or other changes in tax attributes that may occur and could affect the expected future tax
benefits to be received by us.
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 consolidated financial statements
included in Part II, Item 8 of this Form 10-K.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to a broad range of risks inherent in the financial
markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk,
liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may
be mitigated to a certain extent by those aspects of our investment approach, investment strategies,
fundraising practices or other business activities that are designed to benefit, either in relative or absolute
terms, from periods of economic weakness, tighter credit or financial market dislocations.
Our predominant exposure to market risk is related to our role as general partner or investment manager
for our specialized funds and customized separate accounts and the sensitivities to movements in the fair
value of their investments, which may adversely affect our equity in income of investees. Since our
management fees are generally based on commitments or net invested capital, our management fee and
advisory fee revenue is not significantly impacted by changes in investment values.
Fair value of the financial assets and liabilities of our specialized funds and customized separate accounts
may fluctuate in response to changes in the value of securities, foreign currency exchange rates, commodity
prices and interest rates. The impact of investment risk is as follows:
•
Equity in income of investees changes along with the realized and unrealized gains of the underlying
investments in our specialized funds and certain customized separate accounts in which we have a
general partner commitment. Our general partner investments include thousands of unique underlying
portfolio investments with no significant concentration in any industry or country outside of the
United States.
•
Management fees from our specialized funds and customized separate accounts are not significantly
affected by changes in fair value as the management fees are not generally based on the value of the
specialized funds or customized separate accounts, but rather on the amount of capital committed or
invested in the specialized funds or customized separate accounts, as applicable.
•
Incentive fees from our specialized funds and customized separate accounts are not materially
affected by changes in the fair value of unrealized investments because they are based on realized
gains and subject to achievement of performance criteria rather than on the fair value of the
specialized fund’s or customized separate account’s assets prior to realization. Minor decreases in
underlying fair value would not affect the amount of deferred incentive fee revenue subject to
clawback.
Exchange Rate Risk
Several of our specialized funds and customized separate accounts hold investments denominated in non-
U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and
foreign currency, which could impact investment performance. The currency exposure related to investments
in foreign currency assets is limited to our general partner interest, which is typically one percent of total
capital commitments. We do not possess significant assets in foreign countries in which we operate or engage
in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not
expected to materially impact our financial statements.
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Interest Rate Risk
As of March 31, 2024, we had $196.9 million in borrowings outstanding under our Loan Agreements.
The annual interest rate on the Term Loan Agreement, which is at the prime rate minus 1.25%, subject to a
floor of 3.00%, was 7.25% as of March 31, 2024. The annual interest rate on the Revolving Loan Agreement,
which is at the prime rate minus 1.50%, subject to a floor of 2.25%, was 7.00% as of March 31, 2024.
Based on the floating rate component of our Loan Agreements payable as of March 31, 2024, we estimate
that a 100 basis point increase in interest rates would result in increased interest expense of approximately
$1.0 million over the next 12 months.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an
element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such
agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally
endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial
transactions to reputable financial institutions. In other circumstances, availability of financing from financial
institutions may be uncertain due to market events, and we may not be able to access these financing markets.
There have been no material changes in our market risk exposures since March 31, 2023.
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Item 8. Financial Statements and Supplementary Data
Index
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 42)
103
Consolidated Balance Sheets
106
Consolidated Statements of Income
107
Consolidated Statements of Stockholders' Equity
108
Consolidated Statements of Cash Flows
110
Notes to Consolidated Financial Statements
112
102
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hamilton Lane Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hamilton Lane Incorporated (the Company) as of
March 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity and cash flows for each of
the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for
each of the three years in the period ended March 31, 2024, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated May 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Recognition of Net Deferred Tax Asset from Equity Offering and Unit Exchange
Description of
the Matter
As further discussed in Note 12 to the consolidated financial statements, in connection with the
Company’s equity offering and unit exchanges during the current year (the “Transactions”), the
Company recorded a net deferred tax asset of $44.7 million. As further discussed in Note 2 to the
consolidated financial statements, the resulting basis differences arising from the Transactions
represent a temporary difference for which the Company records a deferred tax asset if it is more
likely than not the deferred tax asset will be realized. Realization of this deferred tax asset is
dependent upon, among other things, the future tax deductions of tax basis step-ups related to the
Transactions.
Auditing the Company’s recognition of the net deferred tax asset related to the Transactions is
especially challenging, as the Company’s determination of the tax basis step-ups and related future
tax deductions requires the application of complex tax laws and regulations for partnerships and
the identification of historical basis differences.
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How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s net deferred tax asset recognition process, including controls over
management’s review of the determination of the tax basis step-ups and related future tax
deductions and the identified historical basis differences described above.
To test the recognition of the net deferred tax asset resulting from the Transactions, we involved
tax subject matter professionals and performed procedures that included, among others, evaluating
the technical merit of the Company’s determination of the tax basis step-ups and the related future
tax deductions based on relevant tax law and regulations. We also used available tax-related
information to evaluate the historical basis differences the Company used in its determination.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
Philadelphia, Pennsylvania
May 23, 2024
104
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hamilton Lane Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited Hamilton Lane Incorporated’s internal control over financial reporting as of March 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hamilton Lane Incorporated (the
Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2024 and 2023, the related
consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended
March 31, 2024, and the related notes and our report dated May 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 23, 2024
105
March 31,
2024
2023
Assets
Cash and cash equivalents
$
114,634 $
99,686
Restricted cash
4,985
4,804
Fees receivable
108,291
47,140
Prepaid expenses
11,073
9,817
Due from related parties
8,150
7,186
Furniture, fixtures and equipment, net
33,013
28,425
Lease right-of-use assets, net
62,425
62,327
Investments
603,697
530,921
Deferred income taxes
261,887
233,912
Other assets
34,435
46,784
Assets of consolidated variable interest entities:
Cash and cash equivalents
—
12,062
Investments
28,575
57,044
Other assets
35
435
Total assets
$ 1,271,200 $ 1,140,543
Liabilities and equity
Accounts payable
$
4,505 $
4,559
Accrued compensation and benefits
35,979
24,190
Accrued members’ distributions
23,815
15,723
Accrued dividend
17,628
15,049
Debt
196,159
213,533
Payable to related parties pursuant to tax receivable agreement
201,422
174,702
Lease liabilities
79,033
78,817
Other liabilities (includes $13,071 and $14,228 at fair value)
36,700
32,856
Liabilities of consolidated variable interest entities:
Other liabilities
1
6,922
Total liabilities
$
595,242 $
566,351
Commitments and contingencies (Note 16)
Class A common stock, $0.001 par value, 300,000,000 authorized; 40,547,806 and
38,611,919 issued and outstanding as of March 31, 2024 and 2023, respectively
41
39
Class B common stock, $0.001 par value, 50,000,000 authorized; 13,664,635 and
15,409,507 issued and outstanding as of March 31, 2024 and 2023, respectively
14
15
Additional paid-in-capital
208,402
171,567
Retained earnings
316,696
243,823
Total Hamilton Lane Incorporated stockholders’ equity
$
525,153 $
415,444
Non-controlling interests in general partnerships
5,043
3,877
Non-controlling interests in Hamilton Lane Advisors, L.L.C.
145,762
135,702
Non-controlling interests in consolidated funds
—
19,169
Total equity
$
675,958 $
574,192
Total liabilities and equity
$ 1,271,200 $ 1,140,543
See accompanying notes to the consolidated financial statements.
Hamilton Lane Incorporated
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
106
Year Ended March 31,
2024
2023
2022
Revenues
Management and advisory fees
$
451,936 $
371,874 $
314,228
Incentive fees
101,906
149,931
48,133
Consolidated variable interest entities related:
Incentive fees
—
6,948
5,558
Total revenues
553,842
528,753
367,919
Expenses
Compensation and benefits
204,004
198,412
129,165
General, administrative and other
103,403
89,395
68,040
Consolidated variable interest entities related:
General, administrative and other
617
906
1,150
Total expenses
308,024
288,713
198,355
Other income (expense)
Equity in income of investees
34,893
5,088
78,813
Interest expense
(11,169)
(8,617)
(4,634)
Interest income
5,427
1,789
500
Non-operating (loss) gain
(2,515)
(5,243)
64,469
Consolidated variable interest entities related:
Equity in income of investees
1,598
1,455
483
Unrealized gain
3,034
4,773
4,485
Interest expense
(6)
—
(4)
Interest income
4,581
3,325
—
Total other income
35,843
2,570
144,112
Income before income taxes
281,661
242,610
313,676
Income tax expense
54,454
55,425
66,423
Net income
227,207
187,185
247,253
Less: Income attributable to non-controlling interests in general
partnerships
534
986
376
Less: Income attributable to non-controlling interests in Hamilton Lane
Advisors, L.L.C.
80,835
71,027
96,548
Less: Income attributable to redeemable non-controlling interests in
Hamilton Lane Alliance Holdings I, Inc.
—
5,617
4,343
Less: Income attributable to non-controlling interests in consolidated
funds
4,980
435
—
Net income attributable to Hamilton Lane Incorporated
$
140,858 $
109,120 $
145,986
Basic earnings per share of Class A common stock
$
3.72 $
3.05 $
4.02
Diluted earnings per share of Class A common stock
$
3.69 $
3.01 $
3.98
Dividends declared per share of Class A common stock
$
1.78 $
1.60 $
1.40
See accompanying notes to the consolidated financial statements.
Hamilton Lane Incorporated
Consolidated Statements of Income
(In thousands, except per share amounts)
107
Balance at March 31, 2021
$
36
$
17
$
150,564
$
87,512
$
2,211
$
73,861
$
—
$
314,201
Net income
—
—
—
145,986
376
96,548
—
242,910
Equity-based compensation
—
—
5,040
—
—
2,364
—
7,404
Purchase and retirement of Class A stock for tax
withholding
—
—
(2,204)
—
—
(1,281)
—
(3,485)
Deferred tax adjustment
—
—
2,747
—
—
—
—
2,747
Dividends declared
—
—
—
(51,376)
—
—
—
(51,376)
Capital distributions to non-controlling interests, net
—
—
—
—
836
—
—
836
Member distributions
—
—
—
—
—
(57,953)
—
(57,953)
Offerings adjustment
1
(1)
4,097
—
—
(4,098)
—
(1)
Employee Share Purchase Plan share issuance
—
—
1,265
—
—
595
—
1,860
Adjustment of redeemable non-controlling interest to
redemption value
—
—
—
3,027
—
1,316
—
4,343
Equity reallocation between controlling and non-
controlling interests
—
—
167
—
—
(167)
—
—
Balance at March 31, 2022
$
37
$
16
$
161,676
$
185,149
$
3,423
$
111,185
$
—
$
461,486
Net income
—
—
—
109,120
986
71,027
435
181,568
Equity-based compensation
—
—
6,873
—
—
3,077
—
9,950
Purchase and retirement of Class A stock for tax
withholding
—
—
(1,611)
—
—
(714)
—
(2,325)
Deferred tax adjustment
—
—
1,813
—
—
—
—
1,813
Dividends declared
—
—
—
(59,462)
—
—
—
(59,462)
Capital contributions from (distributions to) non-
controlling interests, net
—
—
—
—
(532)
—
18,734
18,202
Member distributions
—
—
—
—
—
(52,048)
—
(52,048)
Offering adjustment
1
(1)
5,013
—
—
(5,014)
—
(1)
Employee Share Purchase Plan share issuance
1
—
1,337
—
—
599
—
1,937
Adjustment of redeemable non-controlling interest to
redemption value
—
—
—
9,016
—
4,056
—
13,072
Equity reallocation between controlling and non-
controlling interests
—
—
(3,534)
—
—
3,534
—
—
Balance at March 31, 2023
$
39
$
15
$
171,567
$
243,823
$
3,877
$
135,702
$
19,169
$
574,192
Class A
Common Stock
Class B
Common Stock
Additional Paid
in Capital
Retained
Earnings
Non-
Controlling
Interests in
General
Partnerships
Non-
Controlling
Interests in
Hamilton Lane
Advisors,
L.L.C.
Non-
Controlling
Interest in
Consolidated
Funds
Total Equity
Hamilton Lane Incorporated
Consolidated Statements of Stockholders' Equity
(In Thousands)
108
Balance at March 31, 2023
$
39
$
15
$
171,567
$
243,823
$
3,877
$
135,702
$
19,169
$
574,192
Net income
—
—
—
140,858
534
80,835
4,980
227,207
Equity-based compensation
—
—
8,533
—
—
3,600
—
12,133
Purchase and retirement of Class A stock for tax
withholding
—
—
(2,491)
—
—
(1,016)
—
(3,507)
Deferred tax adjustment
—
—
7,147
—
—
—
—
7,147
Dividends declared
—
—
—
(67,985)
—
—
—
(67,985)
Capital contributions from (distributions to) non-
controlling interests, net
—
—
—
—
632
—
142,924
143,556
Member distributions
—
—
—
—
—
(51,965)
—
(51,965)
Offering adjustment
2
(1)
17,541
—
—
(17,542)
—
—
Employee Share Purchase Plan share issuance
—
—
1,585
—
—
668
—
2,253
Deconsolidation of consolidated fund
—
—
—
—
—
—
(167,073)
(167,073)
Equity reallocation between controlling and non-
controlling interests
—
—
4,520
—
—
(4,520)
—
—
Balance at March 31, 2024
$
41
$
14
$
208,402
$
316,696
$
5,043
$
145,762
$
—
$
675,958
Class A
Common Stock
Class B
Common Stock
Additional Paid
in Capital
Retained
Earnings
Non-
Controlling
Interests in
General
Partnerships
Non-
Controlling
Interests in
Hamilton Lane
Advisors,
L.L.C.
Non-
Controlling
Interest in
Consolidated
Funds
Total Equity
See accompanying notes to the consolidated financial statements.
Hamilton Lane Incorporated
Consolidated Statements of Stockholders' Equity
(In Thousands)
109
Operating activities:
Net income
$ 227,207 $ 187,185 $ 247,253
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
8,186
7,443
5,495
Change in deferred income taxes
16,697
20,433
23,944
Change in payable to related parties pursuant to tax receivable agreement
318
(3,251)
(5,332)
Equity-based compensation
12,133
9,950
7,404
Equity in income of investees
(34,893)
(5,088) (78,813)
Net realized loss (gain) on sale of investments
288 (12,230) (11,936)
Fair value adjustment of other investments
333 (20,730) (47,487)
Proceeds received from partnerships
28,254
15,981
46,817
Non-cash lease expense
8,696
7,460
9,890
Gain on sale of intangible asset
—
2,771
—
Impairment of other investment
—
43,289
—
Other
706
(2,813)
(815)
Changes in operating assets and liabilities:
Fees receivable
(61,151)
4,729 (22,667)
Prepaid expenses
(1,256)
(2,959)
(683)
Due from related parties
(528)
(5,313)
623
Other assets
15,344
(6,721)
20
Accounts payable
(54)
1,733
654
Accrued compensation and benefits
11,789
4,072
(9,298)
Lease liability
(8,578)
(7,577)
(3,330)
Other liabilities
2,503 (13,216)
12,311
Consolidated variable interest entities related:
Change in warrant liability measured at fair value
—
(2,883)
(4,485)
Cash relinquished with deconsolidation of fund
(101,712)
—
—
Net unrealized gain on investment
(1,406)
—
—
Equity in income of investees
(1,598)
(1,455)
(483)
Change in other assets and liabilities
(426)
5,779
441
Net cash provided by operating activities
$ 120,852 $ 226,589 $ 169,523
Investing activities:
Purchase of furniture, fixtures and equipment
(11,073)
(4,747)
(8,526)
Cash paid for acquisition of business
—
(1,500) (10,096)
Purchase of convertible notes
(8,000)
(2,535)
—
Purchase of investments
(6,352) (37,025) (18,997)
Proceeds from sales of investments
1,343
13,478
12,623
Proceeds from sale of intangible assets
3,305
—
—
Distributions received from investments
—
1,406
12,739
Distributions received from Partnerships
14,147
14,438
15,010
Contributions to Partnerships
(57,722) (84,557) (73,240)
Consolidated variable interest entities related:
(Purchase) sale of investments
(57,832) 278,954
—
Net cash (used in) provided by investing activities
$ (122,184) $ 177,912 $ (70,487)
Year Ended March 31,
2024
2023
2022
Hamilton Lane Incorporated
Consolidated Statements of Cash Flows
(In Thousands)
110
Financing activities:
Proceeds from offering
$ 201,671 $ 43,686 $ 73,833
Purchase of membership interests
(201,671) (43,686) (73,833)
Borrowings of debt, net of deferred financing costs
—
31,682
24,925
Repayments of long term debt
(2,500)
(4,496)
(1,840)
Drawdown of revolver
10,000
40,000
—
Repayment of revolver
(25,000) (25,000) (15,000)
Repurchase of Class B common stock
(2)
—
(1)
Repurchase of Class A common stock for employee tax withholding
(3,507)
(2,325)
(3,485)
Proceeds received from issuance of shares under Employee Share Purchase Plan
2,253
1,937
1,860
Payments to related parties pursuant to the tax receivable agreement
(11,123) (10,345) (23,170)
Dividends paid
(65,406) (72,409) (49,630)
Members’ distributions paid
(43,872) (63,444) (47,711)
Consolidated variable interest entities related:
Contributions from non-controlling interest in general partnerships
770
725
1,424
Distributions to non-controlling interest in general partnerships
(138)
(1,257)
(588)
Redemption of Class A common shares of Hamilton Lane Alliance Holdings I,
Inc.
— (278,205)
—
Contributions from non-controlling interests in consolidated funds
142,924
18,991
—
Net cash provided by (used in) financing activities
$
4,399 $ (364,146) $ (113,216)
Increase (decrease) in cash and cash equivalents, restricted cash, and cash and cash
equivalents held at consolidated variable interest entities
3,067
40,355 (14,180)
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at
consolidated variable interest entities at beginning of the year
116,552
76,197
90,377
Cash and cash equivalents, restricted cash, and cash and cash equivalents held at
consolidated variable interest entities at end of the year
$ 119,619 $ 116,552 $ 76,197
Year Ended March 31,
2024
2023
2022
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:
Cash and cash equivalents
$ 114,634 $ 99,686 $ 72,138
Restricted cash
4,985
4,804
4,023
Cash and cash equivalents held at consolidated variable interest entities
—
12,062
36
Total cash and cash equivalents, restricted cash, and cash and cash equivalents held
at consolidated variable interest entities
$ 119,619 $ 116,552 $ 76,197
See accompanying notes to the consolidated financial statements.
111
1. Organization
Hamilton Lane Incorporated (“HLI”) was incorporated in the State of Delaware on December 31, 2007
and, following its 2017 initial public offering (“IPO”), 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 March 31, 2024 and 2023, HLI held
approximately 73.6% and 70.1%, 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 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 consolidated financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying
financial statements include the accounts of the Company, its wholly owned subsidiaries, and entities in
which the Company is deemed to be the primary beneficiary under the variable interest model. Certain of the
consolidated variable interest entities are investment companies that follow specialized accounting guidance
and reflect their investments at estimated fair value. All intercompany transactions and balances have been
eliminated in consolidation.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
112
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Consolidation
The Company performs an analysis to determine whether it is required to consolidate entities, by
determining if the Company has a variable interest in each entity and whether that entity is a variable interest
entity (“VIE”). The Company performs the variable interest analysis for all entities in which it has a potential
variable interest, which primarily consist of all entities where the Company serves as the sponsor, general
partner or managing member, and general partner entities not wholly owned by the Company. If the
Company has a variable interest in the entity and the entity is a VIE, it will also analyze whether the Company
is the primary beneficiary of this entity and whether consolidation is required.
In evaluating whether it has a variable interest in the entity, the Company reviews the equity ownership
and whether the Company absorbs risk created and distributed by the entity, as well as whether the fees
charged to the entity are customary and commensurate with the level of effort required to provide services.
Fees received by the Company are not variable interests if (i) the fees are compensation for services provided
and are commensurate with the level of effort required to provide those services, (ii) the service arrangement
includes only terms, conditions, or amounts that are customarily present in arrangements for similar services
negotiated at arm’s length and (iii) the Company’s other economic interests in the VIE held directly and
indirectly through its related parties, as well as economic interests held by related parties under common
control, where applicable, would not absorb more than an insignificant amount of the entity’s losses or
receive more than an insignificant amount of the entity’s benefits. Evaluation of these criteria requires
judgment.
For entities determined to be VIEs, an evaluation is required to determine whether the Company is the
primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if
the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s
economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that
could potentially be significant to the VIE (“the benefits”). When making the determination on whether the
benefits received from an entity are significant, the Company considers the total economics of the entity, and
analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative
factors, and, where applicable, quantitative factors, while performing the analysis.
VIEs for which the Company is the primary beneficiary have been included in the Company’s
consolidated financial statements. The portion of the consolidated subsidiaries owned by third parties and any
related activity is eliminated through non-controlling interests in the Consolidated Balance Sheets and income
(loss) attributable to non-controlling interests in the Consolidated Statements of Income.
For entities that are not determined to be VIEs, the Company analyzes whether it has control through a
majority voting interest to determine if consolidation is required.
At each reporting date, the Company determines whether any reconsideration events have occurred that
require it to revisit the primary beneficiary analysis and will consolidate or deconsolidate accordingly.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
113
See Note 6 for additional disclosure on VIEs.
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 Consolidated Balance Sheets during the three month lag period.
The results of the consolidated VIEs are reported on a three-month lag, due to the timing of the receipt of
related financial statements.
To the extent that management is aware of material events that affect the Partnerships or the consolidated
VIEs during the intervening period, the impact of the events would be disclosed in the Notes to Consolidated
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.
Foreign Currency
The Company and all of its foreign subsidiaries utilize the U.S. dollar as their functional currency.
Foreign currency transaction gains (losses) are included in general, administrative and other expenses in the
Consolidated Statements of Income.
Cash, Cash Equivalents and Restricted Cash
Cash deposits in interest-bearing money market accounts and highly liquid investments, with an original
maturity of three months or less, are classified as cash equivalents. Interest earned on cash and cash
equivalents is recorded as interest income in the Consolidated Statements of Income.
Restricted cash at March 31, 2024 and 2023 was primarily cash held by the Company’s foreign
subsidiaries to meet applicable government regulatory capital requirements.
Fees Receivable
Fees receivable are equal to contractual amounts reduced for allowances, if applicable. The Company
considers fees receivable to be fully collectible; accordingly, no allowance for credit losses has been
established as of March 31, 2024 or 2023.
Due from Related Parties
Due from related parties in the Consolidated Balance Sheets consists primarily of advances made on
behalf of the Partnerships for the payment of certain operating costs, expenses for which the Company is
subsequently reimbursed and amounts due from current employees.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
114
Furniture, Fixtures and Equipment
Furniture, fixtures and equipment consist primarily of leasehold improvements, office equipment,
furniture and fixtures, and computer hardware and software and are recorded at cost, less accumulated
depreciation. Depreciation is recognized in accordance with the straight-line method over the estimated useful
lives as follows:
Computer hardware and software
3 -7 years
Furniture and fixtures
5 years
Office equipment
3 years
Leasehold improvements are capitalized and depreciated over the shorter of their useful life or the life of
the lease. Expenditures for improvements that extend the useful life of an asset are capitalized. Expenditures
for ordinary repairs and maintenance are expensed as incurred.
Leases
The Company determines whether an arrangement contains a lease at inception. A lease is a contract that
provides the right to control an identified asset for a period of time in exchange for consideration. For
identified leases, the Company determines whether it should be classified as an operating or finance lease.
The Company accounts for lease components and non-lease components as a single lease component. Lease
right of use (“ROU”) assets and lease liabilities are recognized at the commencement date of the lease and
measured based on the present value of lease payments over the lease term. Lease ROU assets include initial
direct costs incurred by the Company and are presented net of deferred rent and lease incentives. Generally,
the Company’s leases do not provide an implicit rate and as a result, the Company uses its incremental
borrowing rate based on the information available at the commencement date in determining the present value
of lease payments. Some leases have the option to extend for an additional term or terminate early. Where it is
reasonably certain that the Company will exercise the option, the option has been included in the lease term
and reflected in the ROU asset and liability. The Company does not recognize a lease ROU asset or lease
liability for short-term leases, which have lease terms of 12 months or less. Lease expense for lease payments
on operating leases is recognized on a straight-line basis over the lease term.
Other Assets
Intangible assets
The Company’s intangible assets consist of customer relationship assets identified as part of previous
acquisitions and purchased software. Identifiable finite-lived intangible assets are amortized on a straight-line
basis over their estimated useful lives, ranging from 7 to 10 years. The Company does not hold any indefinite-
lived intangible assets. Intangible assets are reviewed for impairment quarterly, or when events or changes in
circumstances indicate that the carrying amount may not be recoverable. The Company has not recognized
any impairment charges in any of the periods presented.
The carrying value of the intangible assets was $4,584 and $6,285, and is included in other assets in the
Consolidated Balance Sheets as of March 31, 2024 and 2023, respectively. The accumulated amortization of
intangibles was $8,367 and $6,666 as of March 31, 2024 and 2023, respectively. Amortization of intangible
assets was $1,701, $2,277, and $2,503 for each of the years in the three-year period ended March 31, 2024,
respectively, and is included in general, administrative and other expenses in the Consolidated Statements of
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
115
Income. The estimated amortization expense for each of the next five fiscal years is $1,701, $1,465, $1,154,
$264, and $0, respectively.
Goodwill
Goodwill of $9,566 and $9,566 as of March 31, 2024 and 2023, respectively, is included in other assets in
the Consolidated Balance Sheets and was recorded in conjunction with previous acquisitions. Goodwill is
reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently
if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the
qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the
fair value of the Company’s reporting unit is less than the respective carrying value. The reporting unit is the
reporting level for testing the impairment of goodwill. If it is determined that it is more likely than not that a
reporting unit’s fair value is less than its carrying value or when the quantitative approach is used, a two-step
quantitative assessment is performed to (a) calculate the fair value of the reporting unit and compare it to its
carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss. The
Company performed the annual impairment assessment as of December 31, 2023 noting that no goodwill
impairment existed.
Convertible notes receivable
Convertible notes receivable of $10,215 and $2,028 as of March 31, 2024 and 2023 are included in other
assets in the Consolidated Balance Sheets. Each note is recognized at amortized cost with interest accrued
quarterly. Principal and interest obligations may be satisfied by a cash payment or converted to equity of the
note issuers at the end of term or upon triggering events as defined in the note agreements. The Company
considers the notes receivable to be fully collectible; accordingly, no allowance for credit losses has been
established as of March 31, 2024 or 2023.
Equity Method Investments
Investments over which the Company is deemed to exert significant influence but not control are
accounted for using the equity method of accounting. For investments accounted for under the equity method
of accounting, the Company’s share of income (losses) is included in equity in income of investees in the
Consolidated Statements of Income. The Company’s equity in income of investees is generally comprised of
realized and unrealized gains from the underlying funds, portfolio companies held by the Partnerships and
certain technology investments. The carrying amounts of equity method investments are reflected in
investments in the Consolidated Balance Sheets.
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.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
116
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.
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
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 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 currently
evaluating the rules and assessing the impact of the new requirements.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
117
Redeemable Non-Controlling Interest
Redeemable non-controlling interests represented the Class A shares issued by Hamilton Lane Alliance
Holdings I, Inc (“HLAH”), that were redeemable for cash by the public stockholders in the event of HLAH’s
failure to complete a business combination or tender offer. The redeemable non-controlling interests were
initially recorded at their original issue price, net of issuance costs and the initial fair value of separately
traded warrants. The carrying amount was accreted to its full redemption value at March 31, 2022.
Revenues
Management and advisory fees
The Company earns management fees from services provided to its specialized funds, customized
separate accounts, and distribution management clients, and advisory fees from services provided to advisory
clients where the Company does not have discretion over investment decisions. Revenue is recognized when
control of the promised services is transferred to customers in an amount that reflects the consideration the
Company expects to receive in exchange for those services. Specialized funds are structured as partnerships
having multiple investors with a subsidiary of the Company serving as general partner or managing member.
Customized separate accounts are generally contractual arrangements involving an investment management
agreement between the Company and a single client. In some cases, a customized separate account will be
structured as a partnership with a subsidiary of the Company serving as general partner or managing member.
The Company determined that the partnership is generally considered to be the customer with respect to
specialized funds, while the individual investor or single limited partner is the customer with respect to
customized separate accounts and advisory clients.
Management fees generally exclude the reimbursement of any partnership expenses paid by the Company
on behalf of its customers pursuant to its contracts, including amounts related to professional fees and other
fund administrative expenses. For the professional and administrative services performed by third parties that
the Company arranges for the partnerships, the Company concluded that the nature of its promise is to arrange
for the services to be provided and it does not control the services provided by third parties before they are
transferred to the customer. Therefore, the Company is acting as an agent. Accordingly, the reimbursement
for these professional fees paid on behalf of the partnerships is generally presented on a net basis.
The Company also incurs certain costs, primarily employee travel, organization and syndication costs, for
which it receives reimbursement from its customers in connection with satisfying these performance
obligations. For reimbursable travel, organization and syndication costs, the Company concluded it controls
the services provided by its employees and other parties and therefore is a principal. Accordingly, the
Company records the reimbursement for these costs incurred on a gross basis as revenue in management and
advisory fees and as expense in general, administrative and other expenses in the Consolidated Statements of
Operations.
The Company considers its performance obligations in its customer contracts to be one of the following
based upon the services promised: asset management services, arrangement of administrative services,
distribution management services, or reporting services.
For asset management and arrangement of administrative services, the Company satisfies these
performance obligations over time as the services are rendered and the customer simultaneously receives and
consumes the benefits of the services as they are performed. The transaction price is the amount of
consideration to which the Company expects to be entitled in exchange for transferring the promised services
to the customer. Management fees from these performance obligations for contracts where the Company has
discretion over investment decisions are generally calculated by applying a percentage to unaffiliated
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
118
committed capital, net invested capital under management or net asset value and are usually billed quarterly.
For many partnerships, fees are based on committed capital during the investment period or net invested
capital through the remainder of the partnership term. The management fee base is subject to factors outside
the Company’s control and therefore estimates of future period management fees are not included in the
transaction price, as those estimates would be considered constrained. Advisory fees from these performance
obligations for contracts where the Company does not have discretion over investment decisions are generally
based upon fixed amounts and are usually billed quarterly.
For distribution management services, the Company satisfies these performance obligations at a point in
time when shares are sold/liquidated and the proceeds are delivered and the customer receives and consumes
the benefits of the services. Distribution management fees are generally calculated by applying a percentage
to the amounts sold/liquidated and are billed at the completion of each transaction.
For reporting, monitoring, data and analytics services, the Company satisfies these performance
obligations over time as the services are rendered and the customer simultaneously receives and consumes the
benefits of the services as they are performed. Reporting and monitoring fees are generally calculated by
applying a fixed rate multiplied by the number of funds monitored and are billed quarterly. Data and analytics
fees are generally received on an annual basis and recognized over the service term.
The Company incurs certain costs related to the organization and syndication of new Partnerships. These
costs generally include professional fees, legal fees, and other related items. The Company expenses these
costs as they are incurred. Once the Partnership is successfully formed and has held its first closing, the
Company recognizes those costs as revenue in the Consolidated Statements of Income as the Partnership is
then able to reimburse the Company for these costs.
Incentive Fees
Contracts with certain customized separate accounts and specialized funds provide incentive fees, which
generally range from 5% to 12.5% of profits, when investment returns exceed minimum return levels or other
performance targets on either an annual or inception to date basis. Investment returns are highly susceptible
to market factors and judgments and actions of third parties that are outside of the Company’s control.
Accordingly, incentive fees are considered variable consideration in asset management services and are
therefore constrained and not recognized until 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. The Company estimates the amount and probability of additional future capital contributions to
specialized funds and customized separate accounts, which could impact the probability of a significant
reversal occurring. The additional future capital contributions relate to unfunded commitments or follow-on
investment opportunities in underlying portfolio investments. Incentive fees received before the revenue
recognition criteria have been met are deferred and recorded within deferred incentive fee revenue in the
Consolidated Balance Sheets.
Compensation and Benefits
Compensation and Benefits 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 as detailed below.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
119
Equity-based awards issued are measured at fair value at the date of grant. The fair value of the restricted
stock grant is based on the closing stock price on the trading day before the date of grant less the present value
of expected future dividends. The fair value of the performance awards are based on a Monte-Carlo
simulation valuation model at the date of grant. Expense related to employee equity-based compensation is
recorded using the straight-line method over the vesting period. See Note 10 for more information regarding
accounting for equity-based awards.
Incentive fee compensation expense includes compensation directly related to incentive fees. Certain
employees of the Company are granted allocations or profit-sharing interests and are thereby, as a group,
entitled to a 25% portion of the incentive fees earned by the Company from certain Partnerships and certain
managed accounts subject to vesting. Amounts payable pursuant to these arrangements are recorded as
compensation expense when they have become probable and reasonably estimable. Incentive fee
compensation may be expensed before the related incentive fee revenue is recognized.
Non-Operating Gain (Loss)
Non-operating gain (loss) consists primarily of gains or losses recorded on sales of other assets, fair value
adjustments on investments and adjustments to the payable to related parties pursuant to the tax receivable
agreement.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are
recognized for the expected future tax consequences attributable to temporary differences between the
carrying amount of the existing tax assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to be applied in the years in which temporary
differences are expected to be recovered or settled. The principal items giving rise to temporary differences
are certain basis differences resulting from the acquisitions of HLA units. Realization of the deferred tax
assets is primarily dependent upon (1) historic earnings, (2) forecasted taxable income, (3) future tax
deductions of tax basis step-ups related to the IPO and subsequent unit exchanges, (4) future tax deductions
related to payments under the tax receivable agreement, and (5) the Company’s share of HLA’s temporary
differences that result in future tax deductions. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount more likely than not to be realized.
HLA is organized as a limited liability company and treated as a “flow-through” entity for income tax
purposes. As a “flow-through” entity, HLA is not subject to income taxes apart from certain U.S. state and
local taxes and foreign taxes attributable to its operations in foreign jurisdictions. Any taxable income or loss
generated by HLA is passed through to and included in the taxable income or loss of its members, including
HLI. As a result, the Company does not record income taxes on pre-tax income or loss attributable to the non-
controlling interests in the general partnerships and HLA, except for certain U.S. state and local taxes and
foreign taxes discussed above. HLI is subject to U.S. federal and applicable state corporate income taxes with
respect to its allocable share of any taxable income of HLA.
The Company analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax
jurisdictions where it is required to file income tax returns, as well as for all open tax years in these
jurisdictions. The Company evaluates tax positions taken or expected to be taken in the course of preparing an
entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position will be sustained
by the applicable tax authority.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
120
Tax Receivable Agreement
The Company’s purchase of HLA Class A units concurrent with its IPO and periodic exchanges by
holders of HLA units for shares of the Company’s Class A common stock, or cash, pursuant to the exchange
agreement, result in increases in its share of the tax basis of the tangible and intangible assets of HLA, which
will increase the tax depreciation and amortization deductions that otherwise would not have been available to
HLI. These increases in tax basis and tax depreciation and amortization deductions reduce the amount of cash
taxes that HLI would otherwise be required to pay in the future. HLI has entered into a tax receivable
agreement with the other members of HLA (the “TRA Recipients”) that requires it to pay them 85% of the
amount of cash savings, if any, in U.S. federal, state, and local income tax that HLI actually realizes (or,
under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with
exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments
under the tax receivable agreement.
Segments
The Company operates its business in a single segment, which is how the chief operating decision makers
(who are the co-chief executive officers) review financial performance and allocate resources. Accordingly,
the Company considers itself to be in a single operating and reportable segment structure.
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash, cash equivalents, restricted cash and fees receivable. The majority of the Company’s cash,
cash equivalents, and restricted cash are held with one major financial institution and expose the Company to
a certain degree of credit risk. Substantially all cash amounts on deposit with major financial institutions
exceed Federal Deposit Insurance Corporation insured limits. The concentration of credit risk with respect to
fees receivable is generally limited due to the short payment terms extended to clients by the Company.
The Company derives revenues from clients located in the United States and other foreign countries.
The below table presents revenues by geographic location:
Year Ended March 31,
2024
2023
2022
United States
$
224,700 $
207,954 $
178,250
Other foreign countries(1)
329,142
320,799
189,669
Total revenues(2)
$
553,842 $
528,753 $
367,919
(1) For the years ended March 31, 2024, 2023 and 2022, no individual foreign country had material attributed revenue.
(2) Revenues are attributed to countries based on location of the client or investor.
The Company recognized approximately 10% of its total revenues for the fiscal year ended March 31,
2024 from its latest secondary fund.
Dividends and Distributions
Dividends and distributions are reflected in the consolidated financial statements when declared.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
121
Reclassifications
The Company reclassified certain prior period amounts to conform to current year presentation in the
Notes to the Consolidated Financial Statements. In Note 4, the Company reclassified $61,637 from primary
funds to evergreen funds within the types of equity method investments in partnership table. There was no
impact to prior period amounts reported in our Consolidated Balance Sheets.
3. Revenue
The following presents revenues disaggregated by product offering, which aligns with the identified
performance obligations and the basis for calculating each amount:
Year Ended March 31,
Management and advisory fees
2024
2023
2022
Specialized funds
$
261,012 $
196,268 $
150,079
Customized separate accounts
128,826
117,763
103,229
Advisory
24,229
24,785
24,972
Reporting, monitoring, data and analytics
24,711
24,792
23,327
Distribution management
5,054
2,560
10,466
Fund reimbursement revenue
8,104
5,706
2,155
Total management and advisory fees
$
451,936 $
371,874 $
314,228
Year Ended March 31,
Incentive fees
2024
2023
2022
Specialized funds
$
89,988 $
118,212 $
30,332
Customized separate accounts
11,918
31,719
17,801
Consolidated variable interest entities related:
Specialized funds
—
6,948
5,558
Total incentive fees
$
101,906 $
156,879 $
53,691
4. Investments
Investments consist of the following:
March 31,
2024
2023
Equity method investments in Partnerships
$
408,615 $
340,603
Other equity method investments
1,576
—
Fair value investments
17,984
21,586
Investments valued under the measurement alternative
175,522
168,732
Total Investments
$
603,697 $
530,921
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
122
Investments of consolidated VIEs consist of the following:
March 31,
2024
2023
Equity method investments in Partnerships
$
28,575 $
12,292
Fair value investments
—
44,752
Total Investments of Consolidated VIEs
$
28,575 $
57,044
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.
During the year ended March 31, 2023, the Company sold its ownership interests in its joint venture,
Private Markets Connect, for $10,000 and recognized a gain of $9,783, which is recorded in non-operating
(loss) gain in the Consolidated Statements of Income. Immediately preceding the sale, the Company received
a distribution from the joint venture of $1,406, which was treated as a return of capital.
The Company’s equity method investments in Partnerships consist of the following types:
March 31,
2024
2023
Primary funds
$
35,230 $
33,840
Secondary funds
51,760
50,022
Direct investment funds
93,288
83,963
Customized separate accounts
126,176
111,141
Evergreen funds
102,161
61,637
Total equity method investments in Partnerships
$
408,615 $
340,603
The Company evaluates each of its equity method investments to determine if any were significant
pursuant to the requirements of Regulation S-X. As of and for the years ended March 31, 2024 and 2023, no
individual equity method investment held by the Company met the significance criteria, and, as a result, the
Company is not required to present separate financial statements for any of its equity method investments.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
123
The summarized financial information of the Company’s equity method investments in Partnerships is as
follows:
March 31,
2024
2023
Assets
Investments
$
42,767,080 $
33,672,215
Other assets
1,717,626
842,994
Total assets
$
44,484,706 $
34,515,209
Liabilities and Partners’ Capital
Debt
$
203,213 $
87,451
Other liabilities
477,892
235,080
Total liabilities
681,105
322,531
Partners’ capital
43,803,601
34,192,678
Total liabilities and partners’ capital
$
44,484,706 $
34,515,209
Year Ended March 31,
2024
2023
2022
Investment income
$
625,176 $
362,176 $
654,285
Expenses
403,517
281,011
237,633
Net investment income
221,659
81,165
416,652
Net realized and unrealized gain
2,672,499
(509,389)
7,022,084
Net income
$
2,894,158 $
(428,224) $
7,438,736
Fair value investments
The Company’s fair value investments represent a publicly traded security and investments in private
equity funds and direct credit and direct equity investments that are held as collateral for 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 amortized cost of the assets held as collateral was $5,952 and $7,429 as of March 31,
2024 and 2023, respectively. The direct credit investments are debt securities classified as trading securities.
The direct equity investments and private equity funds are measured at fair value with unrealized gains and
losses recorded in non-operating (loss) gain in the Consolidated Statements of Income.
In May 2019, the Company transferred investments held as collateral to a Partnership of which the
Company is the general partner. Due to continuing involvement with these assets at the Partnership, the
Company accounted for this transfer as a secured financing as it has not met the criteria in ASC 860,
“Transfers and Servicing”, to qualify as a sale and, therefore, has recorded a financial liability for the secured
financing which is included in other liabilities in the Consolidated Balance Sheets.
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.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
124
The Company recognized a gain of $130, $1,434, and $1,130 on the fair value assets held as collateral
during the years ended March 31, 2024, 2023, and 2022, respectively, and recognized a loss of $130, $1,434,
and $1,130 on the secured financing liability during the years ended March 31, 2024, 2023 and 2022,
respectively. Gains and losses related to fair value assets held as collateral and the secured financing liability
are recorded in non-operating (loss) gain in the Consolidated Statements of Income.
Investments valued under the measurement alternative
The Company’s investments valued under the measurement alternative include equity securities in other
proprietary investments for which the Company does not have significant influence and fair value is not
readily determinable. ASC 321 requires equity securities to be recorded at cost and adjusted to fair value at
each reporting period. However, the guidance allows for a measurement alternative, which is to record the
investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical
or similar investments of the same issuer.
The Company’s equity investments that the company has elected to account for under the measurement
alternative are presented below:
Year Ended March 31,
2024
2023
2022
Carrying amount beginning of the year
$
168,732
$
156,100
$
109,822
Adjustments related to equity investments
Purchases
6,311
37,576
18,995
Sales / return of capital
(176)
—
(13,903)
Net change in unrealized gain (loss)1
1,177
(24,944)
47,189
Net realized loss
(522)
—
(6,003)
Carrying amount, end of year
$
175,522
$
168,732
$
156,100
(1) Net change in unrealized gain (loss) consists of fair value adjustments for observable price changes of identical or similar investments or
impairments.
The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized
losses related to the Company’s investments under the measurement alternative:
As of March 31,
2024
2023
2022
Cumulative gross unrealized gains
$
70,235
$
69,058
$
50,713
Cumulative gross unrealized losses
$
(43,289) $
(43,289) $
—
The Company performs qualitative impairment assessments at each quarter end on its investments
recorded under the measurement alternative. As a result of this assessment as of December 31, 2022, the
Company determined that a quantitative assessment was required to be performed for one of its investments
given a significant decrease in earnings performance and overall economic and market conditions. The
assessment indicated that the fair value was less than the carrying value at December 31, 2022. Prior to the
impairment recorded, the carrying value of the investment was $74,189. The impairment amount was $43,289
and is included in non-operating (loss) gain in the Consolidated Statements of Income for the year ended
March 31, 2023. The fair value was estimated using Level 3 inputs with the significant input as shown in Note
5.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
125
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 March 31, 2024
Level 1
Level 2
Level 3
NAV (2)
Total
Financial assets:
Fair value investments
$
4,913 $
— $
13,071 $
— $
17,984
Consolidated VIEs
Fair value investments
—
—
—
—
—
Total financial assets
$
4,913 $
— $
13,071 $
— $
17,984
Financial liabilities:
Secured financing(1)
$
— $
— $
13,071 $
— $
13,071
Total financial liabilities
$
— $
— $
13,071 $
— $
13,071
As of March 31, 2023
Level 1
Level 2
Level 3
NAV (2)
Total
Financial assets:
Fair value investments
$
7,358 $
— $
14,228 $
— $
21,586
Consolidated VIEs
Fair value investments
—
—
21,163
23,589
44,752
Total financial assets
$
7,358 $
— $
35,391 $
23,589 $
66,338
Financial liabilities:
Secured financing(1)
$
— $
— $
14,228 $
— $
14,228
Total financial liabilities
$
— $
— $
14,228 $
— $
14,228
(1) Secured financing is recorded within other liabilities in the Consolidated Balance Sheets.
(2) Investments are recorded at estimated fair value based upon the net asset value 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.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
126
The following is a reconciliation of fair value investments for which significant unobservable inputs (Level 3)
were used in determining value:
Private
equity funds
Direct credit
investments
Direct equity
investments
Total
investments
Balance as of March 31, 2022
$
7,024
$
774
$
6,020
$
13,818
Contributions
284
—
—
284
Distributions
(1,283)
(25)
—
(1,308)
Net gain
639
41
754
1,434
Balance as of March 31, 2023
$
6,664
$
790
$
6,774
$
14,228
Contributions
167
—
—
167
Distributions
(656)
(798)
—
(1,454)
Net (loss) gain
(656)
8
778
130
Balance as of March 31, 2024
$
5,519
$
—
$
7,552
$
13,071
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, 2022
$
—
Contributions
21,275
Distributions
(23)
Net loss
(89)
Balance as of March 31, 2023
$
21,163
Contributions
24,787
Distributions
(180)
Net gain
494
Transfer in (1)
23,117
Transfer out(2)
(69,381)
Balance as of March 31, 2024
$
—
(1) Represents amounts previously recorded at estimated fair value based upon the net asset value of the fund utilizing the
practical expedient under ASC 820, “Fair Value Measurement.”.
(2) Represents assets held by a previously consolidated fund that was deconsolidated.
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:
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
127
March 31, 2024
Significant
Fair
Valuation
Unobservable
Weighted
Value
Methodology
Inputs
Range
Average
Private equity funds
$ 5,519 Adjusted net asset
value
Selected market
return
5.1%
-
19.2%
7.9%
Direct equity investments
$ 7,552 Market approach
EBITDA
multiple
7.50x
- 16.00x
12.14x
Market approach
Equity multiple
1.6x
1.6x
March 31, 2023
Significant
Fair
Valuation
Unobservable
Weighted
Value
Methodology
Inputs
Range
Average
Private equity funds
$ 6,664 Adjusted net asset
value
Selected market
return
4.9%
— 10.4%
9.1%
Direct credit investments
$
790 Discounted cash
flow
Market yield
12.4% — 12.4%
12.4%
Direct equity investments
$ 6,774 Market approach
EBITDA
multiple
8.25x
— 14.5x
11.77x
Market approach
Equity multiple
1.7x
1.7x
Investments of consolidated VIE
Direct credit investments
$ 21,163 Recent precedent transactions
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; and (3) a significant increase or decrease in the selected multiple
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 variable interest entities 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 that are not wholly-owned by
the Company. The assets of the consolidated general partner VIEs represent equity method investments in
direct investment funds and customized separate accounts. 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
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
128
consolidated VIEs’ liabilities, except for certain entities in which there could be a clawback of previously
distributed carried interest.
The Company previously sponsored and consolidated 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 could 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. On December 15, 2022,
HLAH was liquidated, as it was determined that HLAH would be unable to consummate an initial business
combination within the time period required by its governing documents. In connection with the liquidation,
HLAH redeemed all of the outstanding shares of Class A common stock, cancelled all of the outstanding
public and private warrants and settled all other outstanding liabilities.
The Company previously consolidated a Partnership in which it is was the primary beneficiary. On
October 1, 2023, the Company no longer qualified as the primary beneficiary because of additional investors
joining the fund, and deconsolidated all the assets and liabilities of the non-controlling interest in the
Partnership from its consolidated financial statements. The impact of the deconsolidation on the Company’s
Consolidated Statements of Income for the year ended March 31, 2024 was not material. Subsequent to the
deconsolidation of the Partnership, the Company records its interest in the Partnership using the equity
method, within investments in the Consolidated Balance Sheets.
Nonconsolidated 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 March 31, 2024, the total remaining unfunded commitments from the Company’s general partner entities to
the nonconsolidated VIEs was $156,579. Investor commitments are the primary source of financing for the
nonconsolidated 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 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 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:
March 31,
2024
2023
Investments
$
232,743 $
199,858
Fees receivable
61,694
15,829
Due from related parties
1,699
1,960
Total VIE assets
296,136
217,647
Non-controlling interests
(1,918)
(1,665)
Maximum exposure to loss
$
294,218 $
215,982
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
129
7. Furniture, Fixtures, and Equipment
Furniture, fixtures, and equipment consist of the following:
March 31,
2024
2023
Computer hardware and software
$
14,050 $
9,764
Furniture and fixtures
5,209
4,244
Leasehold improvements
28,366
23,261
Office equipment
3,649
3,367
51,274
40,636
Less: accumulated depreciation
18,261
12,211
Furniture, fixtures, and equipment, net
$
33,013 $
28,425
Depreciation expense was $6,485, $5,165 and $2,992 for the years ended March 31, 2024, 2023 and
2022, respectively, and is included in general, administrative and other expenses in the Consolidated
Statements of Income.
8. Debt
The Company’s debt consisted of the following:
As of March 31,
2024
2023
Principal
Outstanding
Carrying
Value
Interest
Rate
Principal
Outstanding
Carrying
Value
Interest
Rate
Term Loan
$
96,875 $
96,531
7.25 % $
99,375 $
98,969
6.75 %
2020 Multi-Draw Facility
100,000
99,628
3.50 %
100,000
99,564
3.50 %
Revolver
—
—
15,000
15,000
6.50 %
Total Debt
$
196,875 $
196,159
$
214,375 $
213,533
In October 2022, the Company modified its existing credit agreements. The modifications took the form
of a new 2022 Multi-Draw Term Loan and Security Agreement (the “2022 Multi-Draw Term Loan
Agreement”), as well as amendments to the existing Revolving Loan and Security Agreement (the
“Revolving Loan Agreement”), Term Loan and Security Agreement (the “Term Loan Agreement”) and 2020
Multi-Draw Term Loan and Security Agreement (the “2020 Multi-Draw Term Loan Agreement”, and
together with the 2022 Multi-Draw Term Loan Agreement, the Revolving Loan Agreement and the Term
Loan Agreement, the “Loan Agreements”). The modifications extended the maturity dates of the Loan
Agreements, increased the principal outstanding under the Term Loan Agreement to $100,000 and added
borrowing capacity across the Loan Agreements, subject to an overall cap of $325,000 of loan principal
outstanding. The obligations under the Loan Agreements are secured by substantially all of HLA’s personal
property assets, subject to certain excluded assets. The Loan Agreements contain financial and operational
covenants, events of default and remedies that the Company believes to be customary.
The Term Loan Agreement has a maturity date of January 1, 2030. The Revolving Loan Agreement has a
$50,000 borrowing capacity, a maturity date of March 24, 2025, 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%. The 2020 Multi-Draw Term Loan
Agreement provides for a term loan in the aggregate principal amount of $100,000 that the Company has fully
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
130
drawn down. Borrowings accrue interest at a fixed per annum rate of 3.50% and mature on July 1, 2030. The
2022 Multi-Draw Term Loan Agreement provides for a term loan in the aggregate principal amount of
$75,000. Borrowings accrue interest at a fixed per annum rate equal to the prime rate minus 1.50% subject to
a floor of 3.00% and matures on October 1, 2029. As of March 31, 2024, the Company had no borrowings
outstanding under the 2022 Multi-Draw Term Loan Agreement.
The Loan Agreements contain covenants that, among other things, limit HLA’s ability to incur
indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make
investments, pay dividends or make distributions, engage in transactions with affiliates and take certain
actions with respect to management fees. They also require HLA to maintain, among other requirements, (i) a
specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as defined therein, and
(iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements.
The aggregate minimum principal payments on the Company’s outstanding debt are due as follows:
For the fiscal year ending March 31,
2025
$
2,500
2026
7,500
2027
16,875
2028
27,500
2029
50,000
Thereafter
92,500
Total
$
196,875
The carrying value of the Company’s outstanding debt as of March 31, 2024 and March 31, 2023
approximated fair value except for amounts owed pursuant to the 2020 Multi-Draw Term Loan Agreement,
which had an estimated fair value of $87,611 and $88,136 as of March 31, 2024 and 2023, 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.
9. Equity
The Company has two classes of common stock outstanding, Class A common stock and Class B
common stock.
Class A common stock
Holders of Class A common stock are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to
receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual
restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the
terms of any outstanding preferred stock.
Class B common stock
Holders of Class B common stock are entitled to ten votes for each share held of record on all matters
submitted to a vote of stockholders, but have de minimis economic rights. Holders of Class B units of HLA
hold shares of Class B common stock at a one-to-one ratio. Class B units (together with the corresponding
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
131
shares of Class B common stock) may be exchanged for shares of Class A common stock on a one-to-one
basis, or, at the Company’s election, for cash in an amount equal to the net proceeds from the sale of shares of
Class A common stock equal to the number of shares of Class B common stock being exchanged, subject to
certain restrictions.
Shares of Common Stock Outstanding
The following table shows a rollforward of our common stock outstanding:
Class A
Class B
March 31, 2021
36,290,183
16,739,846
Shares issued (repurchased) in connection with offerings
877,400
(695,505)
Shares issued in connection with ESPP
24,931
—
Shares repurchased for employee tax withholdings
(43,934)
—
Forfeitures
(7,420)
(10,982)
Restricted stock granted
139,537
—
March 31, 2022
37,280,697
16,033,359
Shares issued (repurchased) in connection with offering
586,737
(539,237)
Shares issued in connection with ESPP
34,655
—
Shares repurchased for employee tax withholdings
(37,372)
—
Forfeitures
(9,295)
(84,615)
Restricted stock granted
756,497
—
March 31, 2023
38,611,919
15,409,507
Shares issued (repurchased) in connection with offering
1,867,322
(1,744,872)
Shares issued in connection with ESPP
27,179
—
Shares repurchased for employee tax withholdings
(38,557)
—
Forfeitures
(54,595)
—
Restricted stock granted
134,538
—
March 31, 2024
40,547,806
13,664,635
Income and equity allocations to non-controlling interests are based upon the relative ownership
percentage of the consolidated VIE held by non-controlling owners. The reallocation adjustment between HLI
stockholders’ equity and non-controlling interests in HLA relates to the impact of changes in economic
ownership percentages during the period and adjusting previously recorded equity transactions to the
economic ownership percentage as of the end of each reporting period.
HLA Operating Agreement
In accordance with the limited liability company agreement of HLA (the “HLA Operating Agreement”),
profits and losses from HLA are allocated on a pro rata basis based upon each member’s economic interests.
The HLA Operating Agreement provides that distributions are made on a pro rata basis to pay income taxes
owed by the members on their share of HLA’s taxable income. In addition to these tax distributions, HLA
made distributions in excess of required tax distributions to members in an aggregate amount of $43,053,
$39,733, and $36,979 for the years ended March 31, 2024, 2023, and 2022, respectively.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
132
March 2024 Offering
In March 2024, the Company and a selling stockholder completed a registered offering of an aggregate of
1,922,322 shares of Class A common stock at a price to the underwriter of $108.00 per share (the “March
2024 Offering”). The shares sold consisted of 55,000 shares held by the selling stockholder and 1,867,322
shares newly issued by the Company. The Company received $201,671 in net proceeds from the sale of its
shares and used all of the proceeds to settle exchanges by certain members of HLA of a total of 1,744,872
Class B units and 122,450 Class C units. In connection with the exchange of the Class B units, the Company
also repurchased for par value and canceled a corresponding number of shares of Class B common stock. The
Company did not receive any proceeds from the sale of shares by the selling stockholder.
March 2023 Offering
In March 2023, the Company and a selling stockholder completed a registered offering of an aggregate of
671,737 shares of Class A common stock at a price to the underwriter of $76.41 per share (the “March 2023
Offering”). The shares sold consisted of 100,000 shares held by the selling stockholder and 571,737 shares
newly issued by the Company. The Company received $43,686 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 539,237 Class B units
and 32,500 Class C units. In connection with the exchange of the Class B units, the Company also
repurchased for par value and canceled a corresponding number of shares of Class B common stock. The
Company did not receive any proceeds from the sale of shares by the selling stockholder.
September 2021 Offering
In September 2021, the Company and certain selling stockholders completed a registered offering of an
aggregate of 950,751 shares of Class A common stock at a price to the underwriter of $84.15 per share. The
shares sold consisted of 73,351 shares held by the selling stockholders and 877,400 shares newly issued by
the Company. The Company received $73,833 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 695,505 Class B units and 181,895
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.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
133
10. Equity Based Compensation
2017 Equity Incentive Plan
The Company has adopted its 2017 Equity Incentive Plan, as amended (the “Plan”), which permits the
issuance of up to 5,000,000 shares of Class A common stock, which may be granted as incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock, performance stock, restricted
stock units or performance stock units. Awards under the Plan generally vest over four years, with options
expiring not more than ten years from the date of grant, three months after termination of employment or one
year after the date of death or termination due to disability of the grantee. As of March 31, 2024, there were
2,413,491 shares of Class A common stock available to grant under the Plan. Pursuant to the terms of the
Plan, awards may not be granted after February 28, 2027.
Restricted Stock
Holders of restricted stock have all of the rights of a stockholder with respect to such shares, including the
right to vote the shares but not the right to receive dividends or other distributions. Substantially all of the
awards vest over four years in equal annual installments. On each vesting date, the related employee tax
liabilities are either paid in cash by the employee or stock is sold back to the Company at the then-current fair
value to offset the required minimum tax withholding obligations. Forfeitures are recognized as they occur.
Compensation expense related to the awards is recognized ratably each month over the vesting period.
The change in unvested restricted stock for the year ended March 31, 2024 is as follows:
Total
Unvested
Weighted-
Average
Grant-Date
Fair Value of
Award
March 31, 2023
377,668 $
65.70
Granted
134,538 $
105.48
Vested
(133,615) $
65.88
Forfeited
(15,463) $
66.60
March 31, 2024
363,128 $
80.34
The weighted-average grant-date fair value per share of restricted stock awarded during the years ended
March 31, 2024, 2023 and 2022 was $105.48, $61.36, and $73.20, respectively. The total fair value of
restricted stock that vested during the years ended March 31, 2024, 2023 and 2022 was $14,122, $8,029, and
$10,923, respectively. As of March 31, 2024, total unrecognized compensation expense related to restricted
stock was $27,889 with a weighted-average amortization period of 3.1 years.
The total tax (expense) benefit recognized from share-based compensation for the years ended March 31,
2024, 2023 and 2022 was $(125), $(115) and $552, respectively.
Performance Awards
In September 2022, the Company granted performance stock awards to certain employees that are subject
to both a market-based vesting and a service-based vesting condition (“Performance Awards”). The
Performance Awards will vest based upon (i) the market price of HLI Class A common stock achieving
certain price thresholds from $150 per share to $230 per share and (ii) continued employment through the date
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
134
the price target is met (with a minimum of five years of service required after the grant date for vesting). If the
price target is met prior to the fifth anniversary of the grant date, the vesting date will be the fifth anniversary
of the grant date. Holders of the Performance Awards do not participate in dividends until such awards have
met both their market-based and service-based vesting requirements.
Due to the existence of the service requirement, the vesting period for these awards will vary with each
respective tranche as the employees must be employed with the Company on the date the market requirement
is met with a minimum of five years of service required after the grant date for vesting. As such,
compensation expense will be recognized ratably for each vesting tranche from the grant date to the end for
the employee’s service period. The fair value of the awards granted are based on a Monte-Carlo simulation
valuation model.
A summary of Performance Award activity for the year ended March 31, 2024 is presented below:
Total
Unvested
Weighted-
Average
Grant-Date
Fair Value of
Award
March 31, 2023
528,282 $
29.79
Granted
— $
—
Vested
— $
—
Forfeited
(39,132) $
29.79
March 31, 2024
489,150 $
29.79
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model
and the significant assumptions used to estimate the grant date fair value of the Performance Awards granted
September 16, 2022:
September 2022
Grant Date Fair Value
$
29.79
Closing share price as of grant date
69.67
Risk Free Rate
3.6%
Volatility
37.0%
Dividend Yield
2.3%
As of March 31, 2024, total estimated unrecognized expense related to the unvested Performance Awards
was $10,077, and none of the Performance Awards had met their market price based vesting condition.
Employee Share Purchase Plan
On September 6, 2018, the Company’s stockholders approved the Hamilton Lane Incorporated Employee
Share Purchase Plan (as amended, the “ESPP”). The ESPP allows eligible employees to elect to purchase the
Company’s Class A common stock via paycheck deductions. The purchase price is 85% of the closing price
of the Company’s Class A common stock on the last trading day of each offering period, which begins the
first day of each fiscal quarter and ends on the last day of that fiscal quarter. Our initial offering period started
January 1, 2019. At inception, there were 1,000,000 shares available for purchase through the ESPP and
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
135
857,328 shares were available as of March 31, 2024. The benefit received by the employees, which is equal to
a 15% discount on the shares of the Company’s Class A common stock purchased, is recognized as equity-
based compensation expense on the date of each purchase. During the years ended March 31, 2024, 2023 and
2022, the Company recorded expense of $397, $342 and $330, respectively, related to the ESPP.
11. Compensation and Benefits
The Company has recorded the following amounts related to compensation and benefits:
Year Ended March 31,
2024
2023
2022
Base compensation and benefits
$
166,394 $
149,318 $
108,395
Incentive fee compensation
25,477
39,144
13,366
Equity-based compensation
12,133
9,950
7,404
Total compensation and benefits
$
204,004 $
198,412 $
129,165
The Company provides defined contribution plans covering eligible employees subject to minimum age
and service guidelines. Eligible employees may contribute a percentage of their annual compensation subject
to statutory guidelines. The Company makes discretionary and/or matching contributions to the plans, which
amounted to $4,341, $2,709, and $2,251 for the years ended March 31, 2024, 2023 and 2022, respectively,
and is included in compensation and benefits expense in the Consolidated Statements of Income.
12. Income Tax
The Company’s income before income taxes consisted of the following:
Year Ended March 31,
2024
2023
2022
Domestic income before income taxes
$
276,021 $
236,198 $
309,918
Foreign income before income taxes
5,640
6,412
3,758
Total income before income taxes
$
281,661 $
242,610 $
313,676
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
136
Components of income tax expense consist of the following:
Year Ended March 31,
2024
2023
2022
Current:
Federal
$
31,551 $
28,829 $
36,206
State and local
4,395
5,075
5,676
Foreign
1,811
1,068
597
Total current income tax expense
$
37,757 $
34,972 $
42,479
Deferred:
Federal
$
13,148 $
15,073 $
19,947
State and local
3,556
4,694
3,893
Foreign
(7)
686
104
Total deferred income tax expense
16,697
20,453
23,944
Total income tax expense
$
54,454 $
55,425 $
66,423
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
Year Ended March 31,
2024
2023
2022
Federal tax at statutory rate
21.0 %
21.0 %
21.0 %
State income taxes, net of federal benefit
2.8 %
3.4 %
3.3 %
Non-controlling interest
(6.4) %
(6.8) %
(6.8) %
Valuation allowance
1.6 %
3.5 %
4.6 %
Other
0.3 %
1.7 %
(0.9) %
Effective tax rate
19.3 %
22.8 %
21.2 %
The significant components of deferred tax assets and liabilities are as follows:
Year Ended March 31,
2024
2023
Deferred tax assets:
Basis difference in HLA
$
293,824 $
261,087
Tax Receivable Agreement
57,636
49,659
Fixed assets
63
24
Net operating loss carryforwards
0
37
Valuation allowance
(90,541)
(77,207)
State taxes
141
313
Other
764
(1)
Total deferred tax assets
$
261,887 $
233,912
As of March 31, 2024 and 2023, the Company had net operating loss carryforwards of $0 and $169.
In connection with the March 2024 Offering and related unit exchanges, the Company recorded a deferred
tax asset in the amount of $44,656, which is net of a valuation allowance of $6,831 related to the portion of
tax benefits that is more likely than not will not be realized. Additionally, in connection with recording the
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
137
deferred tax asset for the March 2024 Offering and related unit exchanges, the Company recorded a payable
to related parties pursuant to the tax receivable agreement of $37,526.
The Company believes it is more likely than not that the deferred tax assets (except those identified
above) will be realized based on the Company’s forecasted income. The net change in the valuation
allowance was an increase of $13,334.
As of March 31, 2024, 2023, and 2022, the Company had no unrecognized tax positions. The Company
does not expect any material increase or decrease in its gross unrecognized tax positions during the next
twelve months. If and when the Company does record unrecognized tax positions in the future, any interest
and penalties related to unrecognized tax positions will be recorded in the income tax expense line in the
Consolidated Statements of Income.
The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates.
In the normal course of business, the Company may be subject to examination by federal and certain state and
local tax authorities. As of March 31, 2024, the Company’s income tax returns from 2020 remain open and
are subject to examination.
Tax Receivable Agreement
The Company has recorded a liability related to the tax receivable agreement of $201,422 and $174,702
as of March 31, 2024 and 2023, respectively. Payments of $11,123 and $10,345 were made during the years
ended March 31, 2024 and 2023, respectively. In the event that the valuation allowance related to tax benefits
associated with the tax receivable agreement is released in a future period, an additional estimated payable
will be due to the TRA Recipients of $18,346.
13. Earnings per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to
HLI by the weighted-average number of shares of Class A common stock outstanding. Diluted earnings per
share of Class A common stock is computed by dividing net income attributable to HLI by the weighted-
average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive
securities.
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:
Basic net income per share:
Numerator
Year Ended March 31,
2024
2023
2022
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
138
Net income attributable to HLI
$
140,858 $
109,120 $
145,986
Less: Impact of changes in carrying amount of redeemable non-
controlling interests
—
3,808
951
Net income attributable to Class A common stockholders - basic
$
140,858 $
112,928 $
146,937
Denominator
Weighted-average shares of Class A common stock outstanding - basic
37,858,177
37,059,654 36,511,507
Basic earnings per share
$
3.72 $
3.05 $
4.02
Diluted earnings per share:
Numerator
Net income attributable to Class A common stockholders - basic
$
140,858 $
112,928 $
146,937
Adjustment to net income:
Assumed vesting of employee awards
90
2
121
Assumed conversion of Class B and Class C Units
58,209
48,813
66,666
Net income attributable to Class A common stockholders - diluted
$
199,157 $
161,743 $
213,724
Denominator
Weighted-average shares of Class A common stock outstanding - basic
37,858,177
37,059,654 36,511,507
Weighted-average effect of dilutive securities:
Assumed vesting of employee awards
82,742
1,773
97,531
Assumed conversion of Class B and Class C Units
15,961,548
16,637,254
17,065,255
Weighted-average shares of Class A common stock outstanding - diluted 53,902,467 53,698,681 53,674,293
Diluted earnings per share
$
3.69 $
3.01 $
3.98
Year Ended March 31,
2024
2023
2022
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 calculations of diluted earnings per share excludes the following:
Year Ended March 31,
2024
2023
2022
Performance Awards
489,150
528,282
—
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
$350,792, $270,710, and $209,977 for the years ended March 31, 2024, 2023 and 2022, respectively. The
Company earned incentive fees from Partnerships of $97,860, $154,578, and $43,742 for the years ended
March 31, 2024, 2023 and 2022, respectively.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
139
Fees receivable from the Partnerships were $91,317 and $31,684 as of March 31, 2024 and 2023,
respectively, and are included in fees receivable in the Consolidated Balance Sheets.
15. Supplemental Cash Flow Information
Year Ended March 31,
2024
2023
2022
Non-cash operating activities:
Cash paid during the year for interest
$
11,049 $
8,467 $
4,591
Cash paid during the year for income taxes
$
39,758 $
50,880 $
33,682
Establishment of lease liability in exchange for ROU asset
$
5,903 $
2,346 $
7,950
Deconsolidation of net liabilities held by deconsolidated fund
$
6,095 $
— $
—
Non-cash investing activities:
Deconsolidation of investments held by deconsolidated fund
$
103,990 $
— $
—
Transfer of equity method investment in Partnerships from
deconsolidated fund
$
32,018 $
— $
—
Conversion of note receivable
$
— $
550 $
—
Establishment of receivable for intangible assets sold
$
— $
6,776 $
—
Non-cash purchase of other equity method investment
$
2,000 $
— $
—
Non-cash financing activities:
Establishment of net deferred tax assets related to tax receivable
agreement
$
37,526 $
9,299 $
16,996
Dividends declared but not paid
$
17,628 $
15,049 $
12,947
Members’ distributions declared but not paid
$
23,815 $
15,723 $
27,119
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 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 $1,221,488 and $1,022,250, net of amounts
attributable to non-controlling interests, at March 31, 2024 and 2023, respectively.
If the Company ultimately receives the unrecognized carried interest, a total of $305,372 and $255,562 as
of March 31, 2024 and 2023, 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 Consolidated Balance Sheets or Consolidated Statements of Income as the payment is
not yet probable.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
140
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 14 years. 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:
Year Ended March 31,
2024
2023
2022
Operating lease costs
$
8,972
$
7,943
$
9,675
Variable lease costs
$
1,442
$
1,475
$
1,196
Cash paid for amounts included in the measurement of operating
lease liabilities
$
8,995
$
8,302
$
6,734
Weighted average remaining lease term (in years)
12.6
13.8
14.6
Weighted average discount rate
3.5 %
3.3 %
3.2 %
As of March 31, 2024, the maturities of operating lease liabilities were as follows:
For the fiscal year ending March 31,
2025
$
8,834
2026
8,347
2027
7,979
2028
7,316
2029
6,499
Thereafter
58,871
Total lease payments
$
97,846
Less: imputed interest
(18,813)
Total operating lease liabilities
$
79,033
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 $267,734 and $211,556 as of March 31, 2024 and 2023, respectively.
The Company has an unrealized net gain on its non-fund investments of $29,677 as of March 31, 2024, of
which up to 15% may be paid as a discretionary bonus as those gains are realized.
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 LPs’ 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
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
141
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 March 31, 2024, the total amount of outstanding loans at the
third-party lender under the EIP was $995, and the Company believes the risk of default by an employee to be
remote.
17. 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 was paid in two equal installments on the first and second anniversaries of the closing. The
first anniversary payment of $1,500 was paid during the year ended March 31, 2023 and the final anniversary
payment was made during the year ended March 31, 2024. 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 Consolidated Balance
Sheets. The remaining assets acquired and liabilities assumed are not material to the consolidated financial
statements.
In December 2022, the Company finalized the transfer of the acquired investment management contracts
to a third party for an agreed upon percentage of the respective funds’ management fees over two calendar
years. The Company recognized a gain of $2,771 on the sale of the investment management contracts that is
recorded in non-operating (loss) income in the Consolidated Statements of Income for the year ended
March 31, 2023.
18. Subsequent Event
On May 23, 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 June 14, 2024. The payment date will be July 5, 2024.
Hamilton Lane Incorporated
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
142
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, including our Co-Chief Executive Officers and Chief Financial Officer, conducted an
evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act
Rule 13a-15(e)) as of March 31, 2024. Our disclosure controls and procedures are intended to ensure that
information required to be disclosed in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such
information is accumulated and communicated to management, including the Co-Chief Executive Officers and
Chief Financial Officer, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any
disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures
must reflect the fact that there are resource constraints and that management is required to apply its judgment in
evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded
that our disclosure controls and procedures were effective at March 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as such term is defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the financial statements for external purposes in accordance with U.S. GAAP. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer,
evaluated the effectiveness of our internal control over financial reporting as of March 31, 2024, based on the
criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our
internal control over financial reporting was effective as of March 31, 2024.
Attestation Report of the Registered Public Accounting Firm
Ernst & Young LLP, an independent registered public accounting firm, has issued an unqualified attestation
report on the effectiveness of our internal control over financial reporting as of March 31, 2024, which is included
in Part II, Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the quarter ended
March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information
Trading Arrangements
During the three months ended March 31, 2024, none of the Company’s directors or officers adopted,
terminated or modified any contract, instruction or written plan for the purchase or sale of our securities that was
intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule
10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).
143
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
144
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to, and will be contained in, our
definitive proxy statement, under the headings “Election of Directors”, “Executive Officers”, “Corporate
Governance” and “Delinquent Section 16(a) Reports”, if any. Accordingly, we have omitted the
information from this Item pursuant to General Instruction G(3) of Form 10-K.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to, and will be contained in, our
definitive proxy statement, under the headings “Corporate Governance”, “Executive Compensation” and
“Director Compensation”. Accordingly, we have omitted the information from this Item pursuant to
General Instruction G(3) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information required by this Item is incorporated by reference to, and will be contained in, our
definitive proxy statement, under the headings “Ownership of Common Stock” and “Equity
Compensation Plan Information”. Accordingly, we have omitted the information from this Item pursuant
to General Instruction G(3) of Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to, and will be contained in, our
definitive proxy statement, under the headings “Certain Relationships and Related-Party and Other
Transactions” and “Corporate Governance”. Accordingly, we have omitted the information from this Item
pursuant to General Instruction G(3) of Form 10-K.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to, and will be contained in, our
definitive proxy statement, under the heading “Ratification of Appointment of Independent Registered
Public Accounting Firm”. Accordingly, we have omitted the information from this Item pursuant to
General Instruction G(3) of Form 10-K.
145
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:
1. All financial statements. See Index to Consolidated Financial Statements in Part II, Item 8 of this Form
10-K.
2. Financial Statement Schedules. Financial statement schedules are omitted as they are either not
required or the information is otherwise included in the consolidated financial statements.
3. Exhibits. See Exhibit Index.
Item 16. Form 10-K Summary
Omitted at the Company’s option.
146
Exhibit Index
3.1
Amended and Restated Certificate of
Incorporation of Hamilton Lane
Incorporated
8-K
3.1
9/12/23
001-38021
3.2
Amended and Restated Bylaws of
Hamilton Lane Incorporated
8-K
3.2
9/12/23
001-38021
4.1
Description of Common Stock of
Hamilton Lane Incorporated
10-K
4.1
5/30/19
001-38021
10.1
Fourth Amended and Restated Limited
Liability Company Agreement of
Hamilton Lane Advisors, L.L.C., dated
as of March 6, 2017, by and among
Hamilton Lane Advisors, L.L.C. and its
members
8-K
10.1
3/10/17
001-38021
10.2
Amendment No. 1 to the Fourth
Amended and Restated Limited Liability
Company Agreement of Hamilton Lane
Advisors, L.L.C., dated as of February
26, 2018, by and among Hamilton Lane
Advisors, L.L.C. and its members
S-1
10.2
2/26/18
333-223235
10.3
Amendment No. 2 to the Fourth
Amended and Restated Limited Liability
Company Agreement of Hamilton Lane
Advisors, L.L.C., dated as of June 13,
2018, by and among Hamilton Lane
Advisors, L.L.C. and its members
10-K
10.3
6/14/18
001-38021
10.4
Amendment No. 3 to the Fourth
Amended and Restated Limited Liability
Company Agreement of Hamilton Lane
Advisors, L.L.C., dated as of May 24,
2023, by and among Hamilton Lane
Advisors, L.L.C. and its members
10-K
10.4
5/25/23
001-38021
10.5
Tax Receivable Agreement, dated as of
March 6, 2017, by and among Hamilton
Lane Incorporated, Hamilton Lane
Advisors, L.L.C., and each of the other
persons and entities party thereto
8-K
10.2
3/10/17
001-38021
10.6
Amendment No. 1 to Tax Receivable
Agreement, dated December 31, 2020,
by and among Hamilton Lane
Incorporated, Hamilton Lane Advisors,
L.L.C. and each of the other persons and
entities party thereto
10-Q
10.1
2/2/21
001-38021
10.7
Exchange Agreement, dated as of March
6, 2017, by and among Hamilton Lane
Incorporated, Hamilton Lane Advisors,
L.L.C., and each of the other persons
and entities party thereto
8-K
10.3
3/10/17
001-38021
10.8
Amendment No. 1 to the Exchange
Agreement, dated as of February 6,
2018, by and among Hamilton Lane
Incorporated, Hamilton Lane Advisors,
L.L.C., and each of the other persons
and entities party thereto
10-Q
10.3
2/9/18
001-38021
Incorporated By Reference
Filed
Herewith
Exhibit
No.
Description of Exhibit
Form
Exhibit
Filing
Date
File No.
147
10.9
Registration Rights Agreement, dated as
of March 6, 2017, by and among
Hamilton Lane Incorporated and the
other persons party thereto
8-K
10.4
3/10/17
001-38021
10.10
Stockholders Agreement, dated as of
March 6, 2017, by and among Hamilton
Lane Incorporated, Hamilton Lane
Advisors, L.L.C. and the other persons
and entities party thereto
8-K
10.5
3/10/17
001-38021
10.11†
Amended and Restated Hamilton Lane
Incorporated 2017 Equity Incentive Plan
8-K
10.2
9/2/22
001-38021
10.12†
Form of Restricted Stock Award
Agreement under the 2017 Equity
Incentive Plan
S-1/A
10.7
2/16/17
333-215846
10.13†
Form of Director Restricted Stock
Award Agreement under the 2017
Equity Incentive Plan
10-Q
10.1
2/9/18
001-38021
10.14†
Form of Non-Qualified Stock Option
Agreement under the 2017 Equity
Incentive Plan
S-1/A
10.8
2/16/17
333-215846
10.15†
Form of Performance Stock Award
Agreement under the Hamilton Lane
Incorporated 2017 Equity Incentive Plan
8-K
10.3
9/2/22
001-38021
10.16†
Hamilton Lane Advisors, L.L.C. 2016
Carried Interest Plan (amended and
restated, effective as of January 1, 2018)
10-Q
10.2
8/9/18
001-38021
10.17†
Hamilton Lane Incorporated Employee
Share Purchase Plan
DEF14A
Appendix
A
7/27/18
001-38021
10.18†
Amendment No. 1 to the Hamilton Lane
Incorporated Employee Share Purchase
Plan
10-Q
10.1
8/4/20
001-38021
10.19†
Amendment No. 2 to the Hamilton Lane
Incorporated Employee Share Purchase
Plan
10-K
10.19
5/25/23
001-38021
10.20†
Form of Indemnification Agreement
between Hamilton Lane Incorporated
and certain of its directors and officers
S-1/A
10.9
2/16/17
333-215846
10.21○
Term Loan and Security Agreement,
dated August 23, 2017, by and between
First Republic Bank and Hamilton Lane
Advisors, L.L.C.
8-K
10.1
8/25/17
001-38021
10.22
First Amendment to Term Loan and
Security Agreement, dated March 24,
2020, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
8-K
10.2
3/25/20
001-38021
10.23
Second Amendment to Term Loan and
Security Agreement, dated September
30, 2020, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
10-Q
10.1
11/4/20
001-38021
Incorporated By Reference
Filed
Herewith
Exhibit
No.
Description of Exhibit
Form
Exhibit
Filing
Date
File No.
148
10.24
Third Amendment to Term Loan and
Security Agreement, dated April 22,
2021, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
8-K
10.1
4/27/21
001-38021
10.25○
Fourth Amendment to Term Loan and
Security Agreement, dated October 20,
2022, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
8-K
10.3
10/26/22
001-38021
10.26○
Revolving Loan and Security
Agreement, dated August 23, 2017, by
and between First Republic Bank and
Hamilton Lane Advisors, L.L.C.
8-K
10.2
8/25/17
001-38021
10.27
First Amendment to Revolving Loan and
Security Agreement, dated March 24,
2020, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
8-K
10.3
3/25/20
001-38021
10.28
Second Amendment to Revolving Loan
and Security Agreement, dated
September 30, 2020, by and between
First Republic Bank and Hamilton Lane
Advisors, L.L.C.
10-Q
10.2
11/4/20
001-38021
10.29○
Third Amendment to Revolving Loan
and Security Agreement, dated October
20, 2022, by and between First Republic
Bank and Hamilton Lane Advisors,
L.L.C.
8-K
10.2
10/26/22
001-38021
10.30○
Multi-Draw Term Loan and Security
Agreement, dated March 24, 2020, by
and between First Republic Bank and
Hamilton Lane Advisors, L.L.C.
8-K
10.1
3/25/20
001-38021
10.31
First Amendment to Multi-Draw Term
Loan and Security Agreement, dated
September 30, 2020, by and between
First Republic Bank and Hamilton Lane
Advisors, L.L.C.
10-Q
10.3
11/4/20
001-38021
10.32
Second Amendment to Multi-Draw
Term Loan and Security Agreement,
dated April 22, 2021, by and between
First Republic Bank and Hamilton Lane
Advisors, L.L.C.
8-K
10.2
4/27/21
001-38021
10.33
Third Amendment to Multi-Draw Term
Loan and Security Agreement, dated
October 20, 2022, by and between First
Republic Bank and Hamilton Lane
Advisors, L.L.C.
8-K
10.4
10/26/22
001-38021
10.34○
Multi-Draw Term Loan and Security
Agreement, dated October 20, 2022, by
and between First Republic Bank and
Hamilton Lane Advisors, L.L.C.
8-K
10.1
10/26/22
001-38021
Incorporated By Reference
Filed
Herewith
Exhibit
No.
Description of Exhibit
Form
Exhibit
Filing
Date
File No.
149
10.35†
Employment Agreement, effective as of
May 23, 2016, by and between Hamilton
Lane (Hong Kong) Limited and Juan
Delgado-Moreira
10-K
10.12
6/27/17
001-38021
10.36†
Offer Letter of Atul Varma, dated
November 25, 2019
8-K
10.1
1/2/20
001-38021
10.37†
Confidential Separation Agreement and
General Release, dated July 18, 2023, by
and between Atul Varma and Hamilton
Lane Advisors, L.L.C.
8-K
10.1
7/20/23
001-38021
10.38○
Investment Agreement, dated March 29,
2021, by and between Russell
Investments Group, Ltd. and Hamilton
Lane Advisors, L.L.C.
10-K
10.31
5/27/21
001-38021
19.1
Hamilton Lane Incorporated Insider
Trading Policies and Procedures
X
21.1
List of Subsidiaries
X
23.1
Consent of Independent Registered
Public Accounting Firm
X
31.1
Certification of the Principal Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
31.2
Certification of the Principal Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
31.3
Certification of the Principal Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
X
32‡
Certifications of Principal Executive
Officers and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
97.1
Hamilton Lane Incorporated
Compensation Recovery Policy
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension
Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension
Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
X
Incorporated By Reference
Filed
Herewith
Exhibit
No.
Description of Exhibit
Form
Exhibit
Filing
Date
File No.
150
104
Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
X
Incorporated By Reference
Filed
Herewith
Exhibit
No.
Description of Exhibit
Form
Exhibit
Filing
Date
File No.
† Indicates a management contract or compensatory plan or arrangement.
○ Confidential information in this exhibit has been omitted.
‡ Furnished herewith.
151
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
23rd day of May, 2024.
HAMILTON LANE INCORPORATED
By: /s/ Erik R. Hirsch
Name: Erik R. Hirsch
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on this 23rd day of May, 2024.
Signature
Title
/s/ Hartley R. Rogers
Executive Co-Chairman of the Board of Directors
Hartley R. Rogers
/s/ Mario L. Giannini
Executive Co-Chairman of the Board of Directors
Mario L. Giannini
/s/ Erik R. Hirsch
Co-Chief Executive Officer and Director (Co-Principal Executive
Officer)
Erik R. Hirsch
/s/ Juan Delgado-Moreira
Co-Chief Executive Officer and Director (Co-Principal Executive
Officer)
Juan Delgado-Moreira
/s/ Jeffrey Armbrister
Chief Financial Officer and Treasurer (Principal Financial Officer)
Jeffrey Armbrister
/s/ Drew T. Carl
Chief Accounting Officer (Principal Accounting Officer)
Drew T. Carl
/s/ David J. Berkman
Director
David J. Berkman
/s/ R. Vann Graves
Director
R. Vann Graves
/s/ O. Griffith Sexton
Director
O. Griffith Sexton
/s/ Leslie F. Varon
Director
Leslie F. Varon
hamiltonlane.com
Page 3
CORPORATE HEADQUARTERS
110 Washington Street, Suite 1300
Conshohocken, Pennsylvania 19428
(610) 934-2222
TRANSFER AGENT & REGISTRAR
Equiniti Trust Company, LLC
48 Wall Street, 23rd Floor
New York, New York 10005
QUARTERLY BUSINESS RESULTS/
HAMILTON LANE NEWS
Current shareholder information is available
on our website at www.hamiltonlane.com
SHAREHOLDER RELATIONS
John Oh
(610) 617-6026
joh@hamiltonlane.com
INDEPENDENT AUDITORS
Ernst & Young LLP
Philadelphia, Pennsylvania
STOCK EXCHANGE LISTING
Nasdaq: HLNE
Executive Officers
Hartley R. Rogers
Executive Co-Chairman
Erik R. Hirsch
Co-Chief Executive Officer
Mario L. Giannini
Executive Co-Chairman
Juan Delgado-Moreira
Co-Chief Executive Officer
Jeffrey Armbrister
Chief Financial Officer
Andrea Anigati Kramer
Chief Operating Officer
Lydia A. Gavalis
General Counsel and Secretary
Drew T. Carl
Chief Accounting Officer
Directors
Hartley R. Rogers
Executive Co-Chairman
HAMILTON LANE INCORPORATED
Mario L. Giannini
Executive Co-Chairman
HAMILTON LANE INCORPORATED
David J. Berkman*
Managing Partner
ASSOCIATED PARTNERS, LP,
an investment firm
Juan Delgado-Moreira
Co-Chief Executive Officer
HAMILTON LANE INCORPORATED
R. Vann Graves*
Executive Director, Brandcenter
VIRGINIA COMMONWEALTH UNIVERSITY
Erik R. Hirsch
Co-Chief Executive Officer
HAMILTON LANE INCORPORATED
O. Griffith Sexton*
Corporate Director
Leslie F. Varon*
Corporate Director
* Independent director of Hamilton Lane Incorporated
hamiltonlane.com
Page 4
HAMILTONLANE.COM