Thank you for standing by. And welcome to the Hamilton Lane Incorporated Fourth Quarter Fiscal Year 2021 Earnings Conference Call. At this time all participants have been placed in a listen-only mode. [Operator Instructions] Thank you. I’ll now turn the call over to John Oh, Manager of Investor Relations to being. Please go ahead.

Thank you, Maria. Good morning and welcome to the Hamilton Lane Q4 fiscal 2021 earnings call. Today I will be joined by Mario Giannini, CEO; Erik Hirsch, Vice Chairman; and Erik Hirsch Vice Chairman; Andrea Kramer, CEO of Hamilton Lane Alliance Holdings One; and Atul Varma, CFO. 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's fiscal 2020 10-K and subsequent reports we filed 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 shareholder 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 Lanes’ products. Beginning on Slide 3, for the fiscal year our management and advisory fee revenue grew by 18%, while our fee related earnings grew by 29% versus the prior year. This translated into full year GAAP EPS of $2.81 based on $98 million of GAAP net income and non-GAAP EPS of $2.73 based on $146 million of adjusted net income. Lastly, our Board has approved a 12% increase to our annual fiscal dividend to $1.40 per share or $0.35 per share per quarter. With that, I’ll now turn the call over to Mario.

Thanks, John. And good morning. Our fiscal year has been off to a busy start. While the majority of our workforce continues to work remotely, we are beginning to see a much clear path toward returning to normal and some of employees outside of the U.S. are already experiencing that. We're also seeing the return of some modest travel, and in the first week of May saw two of our senior colleagues visiting clients and prospects overseas. We continue to monitor each region situation closely and are cautiously optimistic that along with strong vaccination numbers, this positive trend continues. Moving to the highlights of the past few months. On March 3, our Board of Directors appointed Vann Graves as a new Independent Director, which increased the size of the board of seven directors, four of whom are independent. Vann is an accomplished brand and marketing executive and today leads the Brandcenter at Virginia Commonwealth University. Over his lengthy career, Vann has been responsible for some of the world's most important brands, including MasterCard, the U.S. Army, Lockheed Martin, and American Airlines. In addition, Vann has spent much of his career focused on being an agent of change as well as a mentor. He is a Board member of both 600 & Rising and The 3% Movement. Vann holds degrees from Howard University, the Pratt Institute, Harvard university, and the University of Pennsylvania. As we continue to grow and scale our business globally and as we look to continue our expansion into the retail channel, we will benefit from Vann's experience and perspective. We're very excited to welcome him to our team. Next on March 30, we announced a strategic partnership with Russell Investments. Hamilton Lane will provide Russell's global clients with access to our industry-leading private markets investment solutions, our…

Thank you, Mario, and good morning. Moving on to Slide 5, 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, total fee-earning AUM grew $3.3 billion or 9% stemming from positive fund flows across both our specialized funds and our customized separate accounts. Taken separately, $1.1 billion of net fee earning AUM came from our customized separate accounts, and over the same time period $2.2 billion came from our specialized funds. Growth in these two segments continues to be driven by four key components: 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. Additionally, our combined fee rate remained steady. Moving to Slide 6, fee-earning AUM from our customized separate accounts stood at $25.7 billion growing 5% over the past 12 months. We continue to see the growth coming across type, size, and geographic location of these 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 the 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 in turn provided a growing base for future re-up opportunities. Before I move on, let me address the topic that…

Great. Thank you, Erik, and good morning, everyone. Slide 8 of the presentation shows the financial highlights for fiscal year 2021. We continue to see solid growth in our business with management and advisory fee up over 18% versus the prior year. Our specialized funds revenue increased $36.2 million or 32% compared to the prior year driven by $2.2 billion in fee earning AUM added from our latest secondary fund this year. We recognized $18.2 million in retro fees from the secondary fund in fiscal year 2021, compared to $2.8 million from a co-investment fund in the prior year. As many of you are likely aware, investors that come into later closes the fund raise for many of our products pay retroactive fee dating back to the fund first close. Therefore, you typically see a spike in management fees related to that fund for the quarter, in which subsequent closings occur. Revenue from our customized separate accounts increased $3.2 million, compared to the prior year due to reups from existing clients and the addition of several new accounts. Revenue from our advisory and reporting offerings increased approximately $4.3 million compared to the prior year. The final component of our revenue was incentive fee. Incentive fee increased $23.1 million compared to the prior year to $52.2 million due to strong realizations and continued diversification of both our realized and unrealized carry. We have nearly 80 vehicles in unrealized carried position that are ultimately backed by thousands of underlying companies. Moving to Slide 9. We provide some additional detail on our unrealized carry balance. Given the continued positive trend in valuations, the balances of 47% from the prior year even as we recognized $52 million of incentive fee during that period. And just to remind everyone, we don't control these positions and…

Thank you. [Operator Instructions] Our first question comes from line of Michael Cyprys of Morgan Stanley.

Hey, good morning. Thanks for taking the question. Just wanted to dive in a little bit more on the management fee growth. You guys had put up some very strong numbers on management fee growth over the past five years, and it gets to around a 13% CAGR or so. I guess just looking out maybe over the next five years, how do you see that pace persisting? Do you think that that 13% management fee growth rate could persist? And how do you think about, where there could be potential for upside for that to perhaps accelerate? And against that, how do you think about any sort of downside scenario where that may be slows? How do you think about the ups and the downs there?

Sure. Mike, it's Erik. I'm happy to take that. So I think if, you've obviously followed our story from the beginning and I think we've been very consistent. We see ourselves as a double digit grower. I think driven by sort of two factors. One, we obviously have the tailwind of the industry itself as a growing asset class. And two as a market leader, we get the benefit of the strong market position. And so, while the mix continues to evolve and change, certainly quarter-to-quarter or even year-to-year, obviously this past year you saw a much bigger driver of specialized funds given what we had in market at the time, and now we're seeing a lot of drive coming from retail. Our outlook remains sort of consistent around what we can deliver there. I think at a macro, obviously, if we're facing a tremendous headwind that the economy is in some sort of a tailspin, public markets are dropping, and thus the kind of overall plan value is dropping, that’s not a great environment to be in. But I think things are remaining relatively steady, and they don't – steady does not mean that we need the public markets to be rapidly accelerating or putting up unbelievable numbers. I think absent any of those kind of extreme movements, our expectations of where we are remains kind of where we've been historically.

Great. And just maybe a follow-up just to maybe dive a little bit deeper on that, but just maybe you could just elaborate on how you see the drivers of growth of your business over the next five years relative to the past five years in terms of what the contributing pieces are going to be and how they may be evolving? For example, you mentioned the retail Evergreen strategy, obviously something you didn't have over the past five years, but over the next, I guess, how do you see that contributing among other new products and extensions, arguably could that drive some upside acceleration to that? How do you think about the component pieces that are underpinning that?

Sure. It's Erik. I'll stick with this. So I think much of what we're experiencing today is very similar to what we've experienced over the past five years. That being demand for the asset class remains strong, our market position within the asset class remains strong, and that we're offering a very full suite of product offerings, allowing us to kind of address the totality of the market. So, what do I see for the next five years? One, I think we're continuing to expand that suite of product offerings in response to what the market's asking for. So, you see our product suite continues to widen out whether that's new technology offerings or whether that's adding an impact found to our mix of products. Whatever that is, I think that's just us addressing and reflecting kind of what the market's looking for. The retail piece is the one thing that's sort of truly new. While we had certainly been playing in the family office and ultra high net worth space over the last five years, I think what we've moved to now with this Evergreen vehicle is much more of the mass affluent. And so that is opening up a completely new market channel for us. And I think we can be nothing but exceptionally pleased with how well the launches of those two vehicles have gone. I think reaching the $1 billion mark at the pace at which we did is enormous accomplishment, particularly when you think about the fact that the vast majority of those assets have all been raised during the pandemic. So I think we remain very, very optimistic about what that channel can deliver for us, but to use the baseball analogy, we would still say we're an extremely early innings in what is going to be a very long game.

Great. Thanks so much. I'll get back in the queue.

Our next question comes from the line of Ken Worthington of JPMorgan.

Hi, good morning and thank you. I wanted to follow up there. So I wanted to get you to speak further on the expansion in the wealth management channel. You mentioned that you've not only closed but have started the integration process with 361 Capital. So, where does this bring your total retail salesforce? Are your salespeople also selling the 361 Capital products alongside the 361 salespeople selling your Evergreen product? And how far along are you in the – I guess buildout or the – where you stand on getting the product on retail platforms your Evergreen product on retail platforms at this point? How much have you penetrated of your target?

Ken, it's Erik. There's a lot there. Let me try to unpack that. So let me take this in pieces. So if you look at – so you're absolutely right that the 361 sort of distribution team has been fully integrated now with the preexisting Hamilton Lane retail distribution team in the U.S. As you know, 361 does not operate outside of the U.S. So that has happened. They're now aligned under a single management structure, territories have been created, and the team is off to the races. That team is solely focused on selling the Evergreen product in the U.S. They are not spending any time selling Hamilton Lane sort of separate accounts or migrating into Hamilton lane products, and the growth of the existing 361 products while they're important, the growth of them is not our focus today. The growth and the focus of that organization is solely around the Hamilton Lane, Evergreen. Outside the U.S., it's a slightly different picture while the majority of the salespeople who are focused on retail do nothing, but that's not true in every territory. So depending on some of the territories and frankly, some of the geographies outside the U.S., there's a lot more benefit from having one person who is kind of cutting across different things that they're focused on selling. So, that is really kind of driven region by region. I think when you sort of total up all of the salespeople, rough numbers, I think we're looking at about 15 people. So we feel like we're – we have a good start. You noted, we've made some additional hires, particularly outside the U.S. We are continuing to look to grow as we see this as just – this is a huge market segment, and there's a lot of work to do. In terms of platform and penetration, again, we would say if the answer – if the question is, are you on all the platforms that you want to be on? The answer is a resounding no. And the fact that we're already at the $1 billion with us being able to say that, I think tells you that there is a lot of room to grow ahead here. So that the U.S. product only received kind of its final permissioning sort of first quarter of the year, calendar year. And so, again, it's just, it's early here and we've got a lot of work to do. But I think as you well know, for a lot of people, they want you to get to a certain size before they start to contemplate larger platforms. I think being at $1 billion puts us in a good position.

Awesome. Great. Thank you very much.

Our next question comes from Robert Lee of KBW.

Great, good morning. And thanks for taking my questions. I guess maybe first one is on the separate accounts, you've continued to grow that I guess at a steady pace. But it does look like – if I look at the revenue, it's been kind of flattish now for like five, six quarters despite the underlying growth. So, if you maybe talk a little bit about that just kind of – are you seeing some competitive pressures there, or is that just kind of the way, these new accounts are kind of repricing as capital is deployed and how should we think of that going forward?

Sure. Rob, it's Erik, and I'm happy to take that. So I would really point to two factors. And one, we had sort of addressed on prior calls, which is for us given our model and our kind of heavy client service focus. We have found it on a relative basis, easier to sell product in a pandemic world than it has been to sell completely bespoke, huge, fully discretionary sort of 12-year relationship kind of stuff, where our prospects and clients like to come visit us, have a meal together, meet the team, visit some offices, and that's just been hard to do. So I think on a relative basis, it's been a little easier to sort of move specialized product right now reverses that. The second thing I'd point out though, is that, and I think sometimes this gets lost and it's an important point, which is if a client comes in and sort of says, hey, here's a $100 million. But I want to make sure I mitigate the J-curve before I start kind of building out my primary fund exposure. We might have 20 of that 100 going to the secondary fund or some portion of that going to the credit fund in addition. So some of that is – some of the product growth you're seeing is the result of kind of separate account customers, beginning the relationship with some product to accomplish strategic objectives. And then we begin building out the more traditional portion of their separate account later. So I think it's really the combo of those two things.

Okay, great. Then maybe a little bit of extension to another question. So you had the SPAC compensation in the quarter, there’s some SPAC-related G&A. So, should we be thinking that on a go-forward basis that SPAC comp is being kind of marked up or down every quarter or is that kind of a one and done, you shouldn't be taking out of the runway? Just trying to think of the way we think of that over the coming period.

Hey Rob, it’s Atul. I'll take that one. Yes. For the compensation related to the SPAC is a one-time thing. We awarded warrants to certain employees because we wanted to align their success with the – success of the SPACs. So that's not a recurring thing. The other expense of the SPAC you see in the financials, we broke out, and as we de-SPAC, we'll un-consolidate those expenses.

Okay. Then I guess maybe related to that, you may be back out the SPAC G&A in your numbers. You still saw this sequential step up. And is that simply kind of the opening up coming back in, or maybe starting to get where you are with IT filing in your new headquarters space. But how should we think of kind of G&A, as you look into constants for years take the back home people traveling again and things open up?

Yes, so let me stick with that. So, the rent expense, we started incurring that two quarters ago. So that's been our return on run rate. And I think that'll – but we're not actually in that building. So as we start to come back into the building, we expect some of that expense to go up. There are things like common area charges and office expenses. And so, you would expect that. Did the travel really – it's a question mark, right, it all depends on how travel comes back and how strongly it comes back and when it comes back. So, that remains to be seen. But the big for the rent expense that we had been talking about for a little while, that's now baked into our base G&A.

So, this is a good run rate to think of now as we head into the next fiscal year?

Yes, I would say it's a decent run rate. And we have to think about travel and office expenses on top of that as they come in.

Okay, great. Thanks for taking my questions.

Our next question comes from the line of Chris Kotowski with Oppenheimer.

All right. Yes, I was wondering about what we should expect over the next couple of years from your SPAC activity. And it should we expect Hamilton Lane one to be fully de-SPACed before Hamilton Lane two coming into existence? And I guess just in general, I'm wondering, is the market still, in your view receptive to SPACs and is the pipe financing there if you find good transactions?

Chris it’s Eric, thanks for the question. So, I would say, we have sort of stated pretty clearly and I will reiterate that we view this as a new business line for us. We do not want to be, what I suspect, a lot of the SPAC market will be, which is a one-hit wonder. So, I think here we are focused on patients and making sure that we're delivering a really good, particularly, really good first experience for our first SPAC. So that's where our head is. We're not in a race. We want to make sure that we do something that is sensible seen by the market as the fitting, what we sort of told as a story. And so, I think, it's unlikely that we would go launch a second before we kind of de-SPAC the first. I think we need to prove to the market that our strategy, which we believe is unique. is working. So, I think from the market question, I think, what we see across the market is that investors are getting much more sophisticated and much more picky about who they want to be in business with as it relates to this SPACs. We believe that again, since we're trying to institutionalize better transparency, better alignment of interest in a slightly novel approach, that we will remain one of those people. I think if you look at the support we received in raising this SPAC from HLNE shareholders, I think, that's telling you that people appreciate the institution and what we're going about doing here. And so, I think, we remain optimistic that we will be – we are today and we will be in the future well positioned to be an ongoing player in this market space.

Okay. that's it for me. Thank you.

Our next question comes from the line of Adam Beatty of UBS.

Good morning. Thank you. Yes, just another question on SPAC, sorry. I appreciate the information in the slides. I just wanted to focus for a minute on sort of the middle section of the slide that you showed around the income statement impact. When the SPAC is consummated, wanting to get your thoughts on the best way to think about the amount that will run through the income statement. Obviously, the fair value will be a piece of that. Maybe there are some other ancillary revenue streams. But if you could just give us a little bit of a guidepost around how to think about that as the transaction gets completed? Thank you.

Sure, Adam, it's Atul, let me take that one. So, when we'd de-SPAC, what'll happen is the shares that are owned by Hamilton Lane and the warrant they essentially get recognized as revenue. And so if you've got a company de-SPACing at let's just make it up $10 a share, or to make it easy, it'll be $10 per share times the number of shares that'll be a revenue. And then going forward, what will happen is as the price of that security changes the mark to the change in value will be shown below the line in other income.

Got it. That makes sense. Thank you. And then I wanted to circle back a little bit. I appreciate your comments around the interplay between separate accounts and the specialized funds in terms of, where the organizational focus is. So looking, – and you gave some information about funds that are in the market right now. Looking ahead, should we expect that balance maybe to shift a little bit next year, not sure what the fundraising pipeline looks like? So maybe you can give us a sense of broadly the longer-term outlook. Thank you.

Sure Adam, it’s Erick. I think really two factors there. One, it’s sort of back to the whole kind of pandemic world. So, what kind of travel world are we living in and what's people's comfort to sort of turnover large new relationships and their ability to do due diligence around that. So I think that's sort of piece number one, and that's just sort of unknowable right now. Piece number two though, is that as we see with strong distributions, it means that clients who are in this asset class are seeing their exposures drop. So as things are getting liquidated and returned in cash, it is causing that sort of numerator their private markets exposure to be dropping. So I think people don't like to be under allocated. They want to stay on top of their allocation targets. And so I think to the extent that you see these markets continue, there will be some elements of sort of pressure, mathematical pressure on the clients to continue to maintain positive flows in order to maintain their allocation targets.

Makes total sense. Thank you for responding. I appreciate it.

[Operator Instructions] And we have a question from the line of Michael Cyprys of Morgan Stanley.

Hey, thanks for taking the follow-up question. Just wanted to circle back on the evergreen product. I think you said it was about a $1 billion in NAV at the end of the March quarter. Just curious where that was at the end of the December quarter. And then maybe if you could just elaborate, remind us a little bit on the strategy there of the product itself and how the economics from this are going to come through, particularly for any incentive fees, the recognition around that and how we can expect it to come through the P&L and the timing?

Sure Mike, it’s Erick. So I think if memory serves me correct, sort of prior quarter would have been about $600,000, and so now today we're at a $1 dollars. So that's sort of where are we and where are we. And in terms of the economics on this, this is sitting in the specialized funds bucket. It's going to look and behave like a specialized fund, it has a carry component. The difference on this carry component is that it doesn't follow a European waterfall, because it's not a closed end fund given that it's evergreen really the only way to handle carrying a situation like that is really to do kind of deal by deal. And so it has that element to it. Otherwise, the management fee stream is sort of generally in line with a lot of our product offerings. And again, it's sitting in that same vertical.

Just to clarify the performance fee, does it require the underlying assets to be sold, to have pir realization crystallization event? Or does that happen kind of annually or quarterly or something like that?

No, it's not sort of – it's Eric again, it's not based on sort of a mark or sort of a highwater concept. It is actual sale of the asset, successful sale of the asset.

Got it. Great. Thank you very much.

And at this time, I'm showing no further questions. I would like to turn the floor back over to management for any additional or closing remarks.

Great. On behalf of the Hamilton Lane team, we want to thank everybody for your participation and your time. For those of you in the U.S. enjoy yourself in Memorial Day weekend. And again, thanks for the support.

Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect.