Ladies and gentlemen, thank you for standing by and welcome to the Hamilton Lane Incorporated First Quarter Fiscal Year 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, John Oh, Investor Relations Manager. Thank you. Please, go ahead, sir.

Thank you, Lisa. Good morning and welcome to the Hamilton Lane Q1 Fiscal 2021 Earnings Call. Today, I will be virtually joined by Mario Giannini CEO; Erik Hirsch Vice Chairman; and Atul Varma CFO, as we continue to work remotely from our Pennsylvania headquarters. Before we discuss the quarter's results, we want to remind you that we will be making forward-looking statements based on our current expectations for the business. These statements are subject to risks and uncertainties that may cause the actual results to differ materially. For a discussion of these risks, please review the risk factors included in the Hamilton Lane fiscal 2020 10-K and subsequent reports we file with the SEC. We will also be referring to non-GAAP measures that we view as important in assessing the performance of our business. Reconciliation of those non-GAAP measures to GAAP can be found in the earnings presentation materials made available on the Public Investor Relations section of the Hamilton Lane website. Our detailed financial results will be made available when our 10-Q is filed. Please note that nothing on this call represents an offer to sell or a solicitation to purchase interest in any of Hamilton Lane's products. Beginning on slide three. For the quarter our management and advisory fee revenue grew by over 11%, while our fee-related earnings also grew by over 11% versus the prior year period. This translated into non-GAAP EPS of $0.13, based on approximately $6.8 million of adjusted net income and GAAP EPS of $0.11, based on approximately $3.2 million of GAAP net income. We have also declared a dividend of $0.3125 per share this quarter, which keeps us on track with the 13.6% increase over last fiscal year, equating to the targeted $1.25 per share for fiscal year 2021. With that, I'll now turn the call over to Mario.

Thanks, John, and good morning. Let me begin as I did on our last call, by simply saying thank you. We are grateful for the sacrifices and extraordinary efforts that all frontline workers and volunteers have put forth during this trying period. Let me also again say thanks to our clients, many of whose members and families are on those front lines. Lastly, a thank you to the Hamilton Lane team for continuing to step up and deliver their very best for our clients. We had a very solid quarter and that's directly attributable to their hard work and dedication. A quick update on our various offices. As of today we've begun to see some positive migration back to the office and back to a more normal operating environment. While all of our offices in the U.S. remain closed, there are a number of our offices outside the U.S. have safely reopened and resumed a limited set of in-person activities. These include Seoul, Tokyo, Hong Kong and Sydney. And while we are in the early days and even in these locations, situation remains fluid, it is nonetheless encouraging. But as this remote world continues, for the majority of our clients we are working hard to find new ways to engage and add value. We've ramped up production of thought pieces centered around our data and we've become hosting a series of virtual events. One new series is something we call in the know, where we showcase data and unique perspectives on various topics. Hamilton Lane innovation and creativity is alive and well and we continue to lean heavily on our technology and data. Let me now turn to some results for the quarter. Beginning on slide four. Here we highlight our total asset footprint, which we define as the sum…

Thank you, Mario and good morning. Moving on to Slide 5. Here we highlight our fee-earning AUM. As a reminder, fee-earning AUM is the combination of our customized separate accounts and our specialized funds with basis point driven management fees. We will continue to emphasize that this is the most significant driver of our business as it makes up over 80% of our management and advisory fees. Relative to the prior year period total fee-earning AUM grew $4.2 billion or 12%, stemming from positive fund flows across both our specialized funds and our customized separate accounts. Taken separately, nearly $1.8 billion of net fee-earning AUM came from our customized separate accounts and over the same time period, $2.4 billion came from our specialized funds. Growth in these two segments continue to be driven by four key components that we have highlighted in the past: one, re-ups from our existing clients; two, winning and adding new clients; three, growing our existing fund platforms; and four, raising new specialized funds. What you also see here is that our fee rates have remained steady. Moving to Slide 6. Fee-earning AUM from our customized separate accounts stood at $24.3 billion, growing approximately 8% over the past 12 months. We continue to see the growth coming from a variety of avenues that include type, size and geographic location of the clients. What you also see here is that over the last 12 months more than 80% of the gross inflows into customized separate accounts came from existing clients. You've heard us say in the past that re-ups from our existing client base remains a key component of the growth we've achieved in this segment of fee-earning AUM. In addition to re-ups, we continue to expand our client base by winning and adding brand-new relationships, which…

Thank you, Erik and good morning everyone. Slide eight of the presentation shows the financial highlights for the first quarter of fiscal 2021. We continue to see solid growth in our business with management and advisory fee up 11% versus the prior year period. Our specialized funds revenue increased $5.3 million or 20% compared to the prior year period driven by over $1.6 billion in fee-earning AUM added from our latest secondary fund between periods. We recognized $3.8 million in retro fees from the secondary fund in the current year period compared to $2.8 million from our latest Co-Investment Fund in the prior year period. As many of you are likely aware, investors had come into later closes of the fund raise for many of our products pay retroactive fees dating back to the fund's first close. Therefore, you typically see a spike in management fee related to that fund for the quarter in which subsequent closings occur. Revenue from our customized separate accounts increased approximately $1.6 million compared to the prior year period due to the addition of several new accounts and re-ups from existing clients. Revenue from our advisory and reporting offerings increased $1.2 million compared to the prior year period. The final component of our revenue is incentive fees. Incentive fees for the period were $2.5 million or approximately 3.6% of total revenue. Moving to slide nine, we provide some additional detail on our unrealized carry balance. As Erik mentioned earlier, our unrealized carry balance reflect valuations on a one quarter lag basis. While the balance is down from the last quarter reflecting valuations as of March 31st, 2020, our carry continues to be well diversified across industry geography and number of assets, with a good portion of the balance still relatively early in the investment life.…

Thank you. [Operator Instructions] And our first question today comes from the line of Ken Worthington from JPMorgan. Your line is open.

Hi. Good morning. Thank you taking my question. Maybe first on compensation and the growth outlook for comp. Base compensation was up pretty materially from last year, while incentive compensation was down. So how should we think about compensation in these different components? Does incentive comp continue to grow through the year the levels we've seen maybe to last year's level or the year before? And on base comp, I think, it's at $27 million right now. Is that the right run rate for us to look forward? And how should that grow with hiring over the next call it 12 months or so?

Hey, Ken, it's Atul. I can take that. So what you saw in the quarter was two things happening. One we added people -- employees from a year ago. So headcount was up about 10% year-to-year. But with the strong sort of revenue growth and because G&A was lower as we talked about due to lower T&D and other expenses, we had a really strong operating quarter this year. As a result the bonus accrual was higher than we normally see. So what we would expect as the year goes on as T&D starts to come back a little bit. And you'll recall we talked about two quarters ago, we're moving to new headquarters, which will likely happen later in the year. We'll see G&A come back. And with that the compensation and the bonus accrual would likely decrease. And so if you looked at it from a year-to-year perspective or an annualized basis, I think you'll find it to be in line with where we were a year ago.

Okay. That's total comp or is that just base comp?

That will be -- I think in terms of total comp, you'll see, it will be -- so the salaries and benefits are going to be higher, because of the higher headcount. But the bonus accrual as a percentage of revenue will be in line with where it was a year ago.

Got you. Okay. Thank you. And then I know this is a smaller line, but advisory and reporting, revenue came in at the highest level that we've seen. It looked like growth in advisory might have been up like 10% sequentially. So how should we think about this part of the business? Has it for any reason inflected to see better growth than you may have expected? And is there any flow through into the customized separate accounts and the specialized funds, like anything that we can read into the really nice growth we're seeing on the advisory side?

Ken, it's Erik. Thanks for the question. I would say there's really nothing to read into it other than that business continues to perform well. And recall that that advisory line item has multiple components to it. One is the pure-play consulting nature of the business that we've talked about in the past. The other is kind of back-office distribution and then the other piece is technology. So part of that growth is you're beginning to see cobalt after our acquisition of that continue to increase contributions into that area as well as just adding on to the base advisory. But as we've also said in the past, this is not a hook them an advisory and then move them over into AUM. So I think this is simply a -- that business is doing well and the growth reflects that.

Okay. Great. Thank you very much.

And our next question comes from the line of Michael Cyprys from Morgan Stanley. Your line is open.

Hi. Good morning. Thanks for taking the question. Maybe just on the separate account side, it looked like distributions there were a bit elevated in the quarter about $1.1 billion of distributions coming out of the separate accounts. Anything particular to call out there? It looks meaningfully higher than the $500 million or so that we saw a year ago on the separate account side.

Sure Mike. It's Erik. I'll take that. This is really a timing issue. So in this quarter what you happen to have is a couple of large existing separate accounts have some tranches roll over. But we rarely get the fortune of having the rollover occur at the exact same time that the new contract gets inked and the new commitments begin to come online. So I think we've said in the past looking at this quarter-to-quarter, we think is not particularly useful. I think when you look at this year-over-year that noise gets sort of taken away and muted. And I think that's exactly what you're going to see here. So timing mismatch on some of the re-up activity.

Got it. Okay. And then maybe just at a bigger picture. As you think about your business model, maybe a little bit different from others out there. But one of the key aspects of the value prop to your clients is the diligence that you're offering and providing that service there on diligencing managers and funds. Maybe can you remind us how many new GPs and new funds that you diligence each year, maybe talk about how your diligence approach and process is evolving here in this current environment given the limitations around travel and in-person meetings. What do you have to do differently today to get conviction behind a new fund and a new manager?

Hey, Mike, it's Mario. It's a good question. It's one of the things that we talk to clients and GPs and how they do it with portfolio companies. I think the first thing to know is from our perspective that provides us an advantage in the sense of we have a lot of different offices where people can do things in places where if you have one office it's very, very difficult to do that. I think the first thing is over this last short period of time, it's almost all been done remotely Zoom or Teams or whatever you're using has been a lot of that. But again remember for us given the depth of our relationships, a lot of the -- even new managers we're looking at are managers we have seen in the past. So it's not someone we don't know at all. For example, some of us were on a meeting yesterday with a new fund with two people who we all knew over the last 10 or 15 years. So you're not generally talking to someone who you just have never met before or you don't know. So I think the way the diligence is working is you try to leverage those kinds of relationships you leverage those kinds of things you have done. And then I think what we will evolve is you begin to see people in settings. You hear the stories of how people go to parks and they meet management teams or managers in a socially distant setting and you get creative. But I think the core aspects of diligence remain the same. A lot of it is things that you can do on a Zoom call or online. And as I said you, figure out ways to either leverage the past relationships or meet them in new ways. But I think we're all going to be very creative over the next few months as we look at doing deals in that fashion.

Great. Thank you.

Our next question comes from the line of Alexander Blostein from Goldman Sachs. Your line is open.

Thanks, great. Thanks for taking the question. I wanted to ask you guys your thoughts around the secondaries market. So you're in the market right now still fund raising a fund. It feels like that whole marketplace is going to get a lot more active over the next six to 12 months was just what people are doing with their LP stake. So maybe a little bit more color around what the ultimate targets are on the fund that you currently market with? And any other secondary funds that could be interesting over the next kind of 12 to 18 months for you?

Well, I don't know if I can give targets on where we're going on that. But, I mean in terms of that market, I've said it in past calls, the secondary market today is where some of the most interesting things are happening in private equity, in infrastructure, in private credit. I think what you're seeing are two separate adds in that market that are combining. One is you always have limited partners that want to sell interest and that won't stop. And not because they're distressed, but because they're rebalancing portfolios they want to rethink about how they do things. And that's a very active market. It always has been. The other part of it is, we've mentioned this I think in prior conversations the GP-led market where general partners are looking at an asset or a series of assets, a small number. And they're saying we want to keep these but in a different form and with different limited partners. And there are very creative structures being discussed and coming into the market around that. Both of those markets are very large. And so I think what you have is a confluence of a market developing and on the other side, a great deal of investor interest around both of those paths where you can buy secondary interest, or you can buy single assets or two assets at a time where it's almost like a co-investment. So as we look at that market as it develops, it's a market that we think will continue to grow down both of those separate avenues and we'll continue to grow with investor interest around having access to those kinds of transactions.

Great. Thanks very much.

Our next question comes from the line of Chris Harris from Wells Fargo. Your line is open.

Thanks, guys. Wanted to ask you a question on the expenses. Maybe can we be a little bit more precise here with where you're expecting G&A and other expenses to go from the Q1 level? And then maybe what is kind of like a reasonable run rate do you think once we get through kind of the COVID-related situation whenever that may be?

Chris, it's Atul. Let me take that. So I mean I don't know how much precise guidance we can give. But what I -- the way I would look at it is and I think we talked about it a quarter ago T&D makes up a little less than 10% of our overall G&A. And if you might imagine what's happening in the market that's gone to pretty much zero, so that you've got that dynamic going on. And then anyone's guess when that comes back so there is that going on. The second element I would mention is that we have a joint venture with IHF called PMC. And as we sort of get bigger with that JV with the more funds, we put on we benefit from scale there. So there are some expenses where we're benefiting from and efficiencies we're benefiting from and that's probably a lower run rate going forward. The other stuff is there's a lot of timing going on to around -- in particular around fund expenses how they come in. I would say they were a little bit lower than normal. They are often choppy. And the final piece would be the rent piece that I mentioned a little bit earlier. So two quarters ago we gave the guidance on how that might increase later in the year. So I think there's a -- I would say that the G&A was lower than the run rate. But if you were to look at it for the full year on an annualized basis, we're probably not that far off from where we were a year ago.

Okay. And you guys have been running kind of a flattish FRE margin for the last couple of years. Do you think that's kind of a reasonable assumption to be thinking about here over the next 12 to 18 months?

Yes. It's Erik. I'll jump in there. I think as we -- as you've heard us say we're not -- we're in a growth mode. So we view ourselves very clearly as a growth company. Atul mentioned the new analyst quest coming in. We've continued to go open up new offices and add strategic hires. So I think for us the focus for management today is not on how can we get the margins higher. Certainly, we've been maintaining. And if you look over a long time period, they have been kind of moving up and to the right in a small incremental basis. But our view right now is that the best thing we should be doing for shareholders and for our clients is continuing to reinvest aggressively back in the business to open up new areas for growth going forward and to maintain what's already a very high level of growth.

Kickass. Thanks.

And our next question comes from the line of Robert Lee from KBW. Your line is open.

Great. Thank you. Thanks for taking my question. I just want to go back to maybe the separate accounts business a couple of quick questions. First, perhaps give us some color on the re-ups the more really, we're interested in. Is there any kind of rule of thumb you're saying that when a client does re-up at their -- the upsizing of their commitment the 10%, 15%, 20% so just trying to get a sense for how you're seeing kind of your existing client base grow? And then maybe also with that I think last quarter no understanding we talked about some expectation with the COVID and the difficulties you all have with travel what not the fundraising it would be reasonable to expect some moderation in the pace of it. So are you starting to see that now that now that we're kind of maybe between the pipeline that was there early in the year? And how you're thinking about the pace of it or the cadence over in the next couple of quarters?

Rob, it's Erik. Thanks for the question. Let me start with the latter part first, which is I would say this quarter sort of showed that results continue to be strong across the board. So to me, I think while we are concerned about COVID impact and while our sales team would certainly tell you if they were here today that they are working harder than they've ever had to work before. The fact that we are not only closing on existing products like the secondary fund, but also able to create and raise and have a final close on a brand-new fund offering, we think is impressive. And we've clearly noted that we are also not only getting good re-up activity, but we have added in this quarter, so in a post-COVID world brand-new relationships. The pipeline continues to be strong. The team that is responsible for managing RFP responses would tell you that volume there feels very normal to them if not slightly above normal and so all that we think bodes well. To your first question, in terms of that dynamic, hard to answer because it really is client specific. So you have certain clients that are on a very consistent commitment pacing where they are maintaining their target allocation amounts. And so as the tranche rolls off, a new tranche of an equal size rolls on. You have other clients who are in growth mode either because they're simply underallocated or because they are repositioning portfolios to be more aggressively tilted to the private markets. And so you might see meaningful increases in size in subsequent tranches. Some cases those were budgeted and expected, the client had sort of telegraphed that with their intention. And other cases because as they've gone through it, as they continue to think about how they allocate capital, they've decided to increase allocation. Remember that those tranches, those separate account tranches are deployed as quickly as sort of a single year tranches and as long as over three-plus years. So things certainly change in the interim between re-ups. So, hard to sort of make a finite statement across everything it does vary by customer.

Okay. And maybe just a follow-up just kind of curious on maybe these client type and maybe it's supposed to Mario's comment about some interesting things in the secondary market. But are you starting to see some types of investors, maybe its endowments, maybe there's some state pension hard to say. Where you are starting to see them because of their own liquidity needs or concerns start to come to market so to speak, or start to more proactively think about rebalancing or getting better or more liquidity from their private equity business -- allocation?

Rob, it's Mario. Maybe surprisingly, we just have not seen that. And I think when we last talked three months ago, we didn't know. But as Erik pointed out, as the months have rolled along, people have been very active in the market. We hear -- so we hear anecdotally about endowments or foundations particularly tied to universities that are pulling back, but we're not really seeing it. And I think part of it you talked about municipalities about government. Pensions and their budgets are generally two different things. And as they think about the need to a beneficiaries, they tend to move into higher-yielding or higher returning assets which tends to be the private markets in some shape or form. So I would say that the combination of the need for more return, the public markets having stabilized has led to a fair amount of activity among investors looking for return, they may vary whether they want it to be in the equity or the credit or infrastructure, but it hasn't changed their desire to have illiquid portions of their portfolio and for that to be an active and growing part of those portfolios.

Great. Thank you very much. Thanks for taking my questions.

Our next question comes from the line of Chris Shutler from William Blair. Your line is open.

Hi guys. Good morning. Beyond the specialized funds that you have today, would you please remind us what new areas are most of interest to Hamilton Lane? And do you already have most of the investment talent and capabilities in-house to go after those?

Yes. Chris, it's Erik. So I think we've described before that we view ourselves as infants in the specialized fund area think while we are proud of ourselves for raising kind of the biggest thing we've ever had with the secondary product. If you look at our product suite, while we continue to selectively add new areas. There are still a lot of areas that are untapped for us. And so we think that is encouraging. We think that that provides a lot of nice growth, avenues going forward. The good news, aside from that is, on the talent front, if you looked at our product offerings in the past, we've not had to go off and bring in teams, in order to successfully raise. And the reason for that is very simple, which is that we are doing that activity already across separate accounts. So if you look at, -- when we started in co-investing for example, raised our first product in kind of that 2005-2006 time frame, but we had a track record via the separate accounts that actually went back into the mid-'90s. And so that to me is emblematic. Second area was the same. Credit was very similar. So it's emblematic of the fact that the flexibility in those separate accounts provides us mechanisms for, building out expertise that may not have a specialized fund attached to it. But when we feel like the market wants and needs a product offering around that, we then have built out the capabilities, resources to do that without having to go and hire or bring on brand-new resources, in order to raise.

Okay. Got it. Thank you. Can you maybe talk also about just the pace of deployment? Obviously it's going to depend on the market environment. But is there a possibility in your view that what used to be a three-or-four-year cycle becomes a shorter cycle for some of these funds?

I think it's possible. I think this is sort of depends on, what the market serves up. Mario hit it earlier, which is the secondary space in particular is serving up an increasing amount of very interesting activity, right now. And so does that potentially lead to faster deployment? It might it certainly if that activity level continues. On the fund side, the question had come in earlier about the diligence that, Mario answered. But on the volume there, you wouldn't know there's a pandemic going on. The number of managers seeking capital is at or near record levels. So our fund investment team is as busy if not busier than they've ever been before, which we think is great. Remember, part of our value proposition is deal flow. Deal flow in this asset class is not equal. So everyone doesn't sort of benefit from the same flow of opportunity. And we think particularly in an environment like this, us showing extraordinarily high levels of deal flow is, just a further differentiator for clients. And certainly adds the ability to potentially increase the pacing of investing.

Okay. And then lastly, just to go back to expenses one more time. I don't know if it's possible. But could you clarify like, as we sit here today are you thinking total expense growth this fiscal year is more like, upper single-digit growth mid-single-digit growth. Any additional clarity, you can give us?

Hey, Chris, this is Atul, I can take that. So the way I would think about that our total expense let me sort of frame it in those terms. I would say should be fairly similar to where our revenue growth ends up being. And that's just a factor of as the top line grows we're continually investing in, whether its resources or things like that. And I mentioned the other part being sort of T&D lower, now maybe it's lower for longer, who knows the market will sort of determine that. But we have some other things that are either timing related or rent which is going to start-up later. So my sense is that from a total expense standpoint, there may be a little bit of interplay between comp and G&A. but total will be around the same sort of low double-digit kind of growth rate in line with revenue.

Okay. Thank you.

Hi, Lisa, are there any more questions in the queue?

We have no further questions, at this time. I'll turn the call back to Erik Hirsch, for closing remarks.

Again, we always appreciate the time and the interest and the thoughtful questions. So thank you for that. And wishing everyone to, stay well. Thanks again for joining.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.