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HENNESSY ADVISORS INC - Annual Report: 2022 (Form 10-K)

Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON, D.C. 20549
 
 
FORM
10-K
 
 
 
A
NNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the Fiscal Year Ended September 30, 2022
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
001-36423
 
 
HENNESSY ADVISORS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
California
 
68-0176227
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer

Identification No.)

   
7250 Redwood Boulevard, Suite 200
Novato, California
 
94945
(Address of principal executive office)
 
(Zip code)
(415)
899-1555
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
symbol
  
Name of each exchange
on which registered
Common stock, no par value
  
HNNA
  
The Nasdaq Stock Market LLC
4.875% Notes due 2026
  
HNNAZ
  
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None.
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  
☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  
☐    
N
o  ☒
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  ☒    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
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    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.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☐    No  ☒
The aggregate market value of common stock held by
non-affiliates
(as affiliates are defined in Rule
12b-2
of the Exchange Act) of the registrant, based on the closing price of $10.13 on March 31, 2022, was
$45,182,641.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of December 5, 2022, there were
 
7,573,706
shares of common stock issued an
d
outstanding.
Auditor’s Name: Marcum LLP
Auditor’s Location: Costa Mesa, CA
Auditors PCAOB ID Number: 688
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive proxy statement for its 2023 annual meeting of stockholders will be, when filed, incorporated by reference in Part III, Items 10, 11, 12, 13, and 14.
 
 
 


Table of Contents

HENNESSY ADVISORS, INC.

TABLE OF CONTENTS

 

 

 

PART I

  

Item 1

  Business      1  

Item 1A

  Risk Factors      19  

Item 2

  Properties      28  

Item 3

  Legal Proceedings      29  

Item 4

  Mine Safety Disclosures      29  

Part II

  

Item 5

  Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities      29  

Item 7

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      30  

Item 8

  Financial Statements and Supplementary Data      38  

Item 9

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure      59  

Item 9A

  Controls and Procedures      59  

Item 9B

  Other Information      59  

Item 9C

  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections      59  

Part III

  

Item 10

  Directors, Executive Officers, and Corporate Governance      59  

Item 11

  Executive Compensation      60  

Item 12

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters      60  

Item 13

  Certain Relationships and Related Transactions and Director Independence      60  

Item 14

  Principal Accountant Fees and Services      60  

Part IV

  

Item 15

  Exhibit and Financial Statement Schedules      61  

Item 16

  Form 10-K Summary      64  
  Signatures      65  

 

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PART I

 

ITEM 1.

BUSINESS

GENERAL

Hennessy Advisors, Inc. (the “Company,” “we,” “us,” or “our”) is a publicly traded investment management firm whose primary business activity is managing, servicing, and marketing a family of open-end mutual funds branded as the Hennessy Funds. We are committed to providing superior service to investors and employing a consistent and disciplined approach to investing based on a buy-and-hold philosophy that rejects the idea of market timing. Our goal is to provide products that investors can have confidence in, knowing their money is invested as promised and with their best interests in mind. Our firm was founded on these principles over 30 years ago, and the same principles guide us today.

We earn revenues primarily by providing investment advisory services to the Hennessy Funds and secondarily by providing shareholder services to investors in the Hennessy Funds. Investment advisory services include managing the composition of each fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with each fund’s investment objectives, policies, and restrictions), monitoring each fund’s compliance with its investment objectives and restrictions and federal securities laws, monitoring the liquidity of each fund, reviewing each fund’s investment performance, overseeing the selection and continued employment of sub-advisors and monitoring such sub-advisors’ adherence to the fund’s investment objectives, policies, and restrictions, overseeing other service providers, maintaining in-house marketing and distribution departments, preparing and distributing regulatory reports, and overseeing distribution of the funds through third-party financial intermediaries. Shareholder services include maintaining a toll-free number that the current investors in the Hennessy Funds may call to ask questions about their accounts or the funds or to get help with processing exchange and redemption requests or changing account options. The fees we receive for investment advisory and shareholder services are calculated as a percentage of the average daily net asset values of the Hennessy Funds. Accordingly, our total revenue increases or decreases as our average assets under management rises or falls. The percentage amount of the investment advisory fees varies from fund to fund, but the percentage amount of the shareholder service fees is consistent across all funds.

We have delegated the day-to-day portfolio management responsibilities to sub-advisors, subject to our oversight, for some of the Hennessy Funds. In exchange for these sub-advisory services, we pay each sub-advisor a fee out of our own assets, which is calculated as a percentage of the average daily net asset values of the sub-advised funds. Accordingly, the sub-advisory fees we pay increase or decrease as our average assets under management in our sub-advised funds increases or decreases, respectively.

Our average assets under management for fiscal year 2022 was $3.6 billion, and our total assets under management as of the end of fiscal year 2022 was $2.9 billion. Our business strategy centers on (i) organic growth through our marketing, sales, and distribution efforts and (ii) growth through strategic purchases of management-related assets.

HISTORICAL CALENDAR YEAR TIMELINE

 

1989    In February, we were founded as a California corporation under our previous name, Edward J. Hennessy, Inc., and registered as a broker-dealer with the Financial Industry Regulatory Authority.
1996    In March, we launched our first mutual fund, the Hennessy Balanced Fund.
1998    In October, we launched our second mutual fund, the Hennessy Total Return Fund.
2000    In June, we successfully completed our first asset purchase by purchasing the assets related to the management of two funds previously managed by Netfolio, Inc. (“Netfolio”) and changed the fund names to the Hennessy Cornerstone Growth Fund and the Hennessy Cornerstone Value Fund. The amount of the purchased assets as of the closing date totaled approximately $197 million.

 

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2002    In May, we successfully completed a self-underwritten initial public offering of our stock by raising $5.7 million at an offering price of $1.98 (HNNA.OB) and changed our firm name to Hennessy Advisors, Inc. Our total assets under management at the time of our initial public offering was approximately $358 million.
2003    In September, we purchased the assets related to the management of a fund previously managed by SYM Financial Corporation and reorganized the assets of such fund into the newly created Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date was approximately $35 million.
2004    In March, we purchased the assets related to the management of five funds previously managed by Lindner Asset Management, Inc. and reorganized the assets of such funds into four of our existing Hennessy Funds. The amount of the purchased assets as of the closing date totaled approximately $301 million.
2005    In July, we purchased the assets related to the management of a fund previously managed by Landis Associates LLC and changed the fund name to the Hennessy Cornerstone Growth, Series II Fund. The amount of the purchased assets as of the closing date was approximately $299 million.
2007    In November, we launched the Hennessy Micro Cap Growth Fund, LLC, a non-registered private pooled investment fund.
2009   

In March, we purchased the assets related to the management of two funds previously managed by RBC Global Asset Management (U.S.) Inc. and reorganized the assets of such funds into the newly created Hennessy Cornerstone Large Growth Fund and the Hennessy Large Value Fund. In conjunction with the completion of the transaction, RBC Global Asset Management (U.S.) Inc. became the sub-advisor to the Hennessy Large Value Fund. The amount of the purchased assets as of the closing date totaled approximately $158 million.

 

In September, we purchased the assets related to the management of two funds previously managed by SPARX Investment & Research, USA, Inc. and sub-advised by SPARX Asset Management Co., Ltd. and changed the fund names to the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund. In conjunction with the completion of the transaction, SPARX Asset Management Co., Ltd. became the sub-advisor to both funds. The amount of the purchased assets as of the closing date totaled approximately $74 million.

2011    In October, we reorganized the assets of the Hennessy Cornerstone Growth, Series II Fund into the Hennessy Cornerstone Growth Fund.
2012   

In October, we purchased the assets related to the management of 10 funds previously managed by FBR Fund Advisers (the “FBR Funds”). We reorganized the assets of three of the FBR Funds into existing Hennessy Funds and reorganized the assets of the seven other FBR Funds into newly created series of the Hennessy Funds. In conjunction with the completion of the transaction, Broad Run Investment Management, LLC became the sub-advisor to the Hennessy Focus Fund, FCI Advisors became the sub-advisor to the Hennessy Equity and Income Fund (fixed income allocation) and the Hennessy Core Bond Fund, and The London Company of Virginia, LLC became the sub-advisor to the Hennessy Equity and Income Fund (equity allocation). The amount of the purchased assets as of the closing date was approximately $2.2 billion.

 

In December, we closed the Hennessy Micro Cap Growth Fund, LLC.

2014    In April, our common stock began trading on The Nasdaq Capital Market.

 

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2015   

In September, we completed a self-tender offer, under which we repurchased 1,500,000 shares of our common stock at $16.67 per share.

 

In June, we launched Institutional Class shares for the Hennessy Japan Small Cap Fund and the Hennessy Large Cap Financial Fund.

2016    In September, we purchased the assets related to the management of two funds previously managed by Westport Advisers, LLC and reorganized the assets of such funds into the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $435 million.
2017   

In February, we liquidated the Hennessy Core Bond Fund and reorganized the Hennessy Large Value Fund into the Hennessy Cornerstone Value Fund. Additionally, for the Hennessy Technology Fund, we implemented changes to the investment strategy and the portfolio management team.

 

In March, we launched Institutional Class shares for the Hennessy Gas Utility Fund.

 

In December, we purchased the assets related to the management of two funds previously managed by Rainier Investment Management, LLC (“Rainier”) and reorganized the assets of such funds into the Hennessy Cornerstone Large Growth Fund and the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $122 million.

2018   

In January, we purchased the assets related to the management of a third fund previously managed by Rainier and reorganized the assets of such fund into the Hennessy Cornerstone Mid Cap 30 Fund. The amount of the purchased assets as of the closing date totaled approximately $253 million.

 

In October, we purchased the assets related to the management of the two funds previously managed by BP Capital Fund Services, LLC and reorganized the assets of such funds into the newly created Hennessy Energy Transition Fund and the Hennessy Midstream Fund. In connection with the transaction, BP Capital Fund Services, LLC became the sub-adviser to both funds. The amount of the purchased assets as of the closing date totaled approximately $200 million.

2019    During the year, we repurchased an aggregate of 560,734 shares of our common stock pursuant to our stock buyback program.
2020    In the first three months of the year, we repurchased an aggregate of 206,109 shares of our common stock pursuant to our stock buyback program.
2021    In October, we transferred listing of our common stock from The Nasdaq Capital Market to The Nasdaq Global Market. Also in October, we completed a public offering of 4.875% notes due 2026 (the “2026 Notes”) in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.
2022    In August, we signed a definitive agreement with Stance Capital, LLC (“Stance Capital”) and Red Gate Advisers, LLC, among others, to purchase the assets related to the management of the Stance Equity ESG Large Cap Core ETF. Upon completion of the transaction, which is subject to the approval of the shareholders of the Stance Equity ESG Large Cap Core ETF, the assets related to the Stance Equity ESG Large Cap Core ETF will be reorganized to become a series of Hennessy Funds Trust named the Hennessy Stance ESG Large Cap ETF. (See Note 16 in Item 8, “Financial Statements and Supplementary Data.”)

 

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PRODUCT INFORMATION

Investment Strategies of the Hennessy Funds

We manage 16 mutual funds, each of which is categorized as a Domestic Equity, Multi-Asset, or Sector and Specialty product. Shares of the funds generally are available for purchase only by U.S. residents and, in certain circumstances, U.S. citizens living abroad.

The Hennessy Funds Family

 

Domestic Equity

  

Multi-Asset

  

Sector and Specialty

Hennessy Cornerstone Growth Fund    Hennessy Total Return Fund    Hennessy Energy Transition Fund
Hennessy Focus Fund    Hennessy Equity and Income Fund    Hennessy Midstream Fund
Hennessy Cornerstone Mid Cap 30 Fund    Hennessy Balanced Fund    Hennessy Gas Utility Fund
Hennessy Cornerstone Large Growth Fund       Hennessy Japan Fund
Hennessy Cornerstone Value Fund       Hennessy Japan Small Cap Fund
      Hennessy Large Cap Financial Fund
      Hennessy Small Cap Financial Fund
      Hennessy Technology Fund

Domestic Equity Funds

Five of the Hennessy Funds are categorized as Domestic Equity products. Of those five funds, four utilize a quantitative investment strategy and one is actively managed, and they all employ consistent and disciplined approaches to investing. Following is a brief description of the investment objectives and principal investment strategies of the Hennessy Funds in the Domestic Equity product category:

 

   

Hennessy Cornerstone Growth Fund (Investor Class symbol HFCGX; Institutional Class symbol HICGX). The Hennessy Cornerstone Growth Fund seeks long-term growth of capital by investing in growth-oriented common stocks using a quantitative formula. From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations exceeding $175 million, this fund invests in the 50 common stocks with the highest one-year price appreciation that also have price-to-sales ratios below 1.5, higher annual earnings than in the previous year, and positive stock price appreciation over the prior three-month and six-month periods.

 

   

Hennessy Focus Fund (Investor Class symbol HFCSX; Institutional Class symbol HFCIX). The Hennessy Focus Fund seeks capital appreciation through a concentrated portfolio of approximately 20 companies that the portfolio managers believe are high-quality businesses with large growth opportunities, excellent management, low tail risk, and discount valuations. This fund’s holdings are conviction-weighted, with the top ten positions comprising approximately 60-80% of the fund’s assets.

 

   

Hennessy Cornerstone Mid Cap 30 Fund (Investor Class symbol HFMDX; Institutional Class symbol HIMDX). The Hennessy Cornerstone Mid Cap 30 Fund seeks long-term growth of capital by investing in mid-cap growth-oriented common stocks using a quantitative formula. From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations between $1 billion and $10 billion, this fund invests in the 30 common stocks with the highest one-year price appreciation that also have price-to-sales ratios below 1.5, higher annual earnings than in the previous year, and positive stock price appreciation over the prior three-month and six-month periods.

 

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Hennessy Cornerstone Large Growth Fund (Investor Class symbol HFLGX; Institutional Class symbol HILGX). The Hennessy Cornerstone Large Growth Fund seeks long-term growth of capital by investing in growth-oriented common stocks of larger companies using a quantitative formula. From the investable common stocks of public companies in the S&P Capital IQ Database, this fund invests in the 50 stocks that meet the following criteria, in the specified order: (1) above-average market capitalization; (2) a price-to-cash-flow ratio less than the median of the remaining securities; (3) positive total capital; and (4) the highest one-year return on total capital.

 

   

Hennessy Cornerstone Value Fund (Investor Class symbol HFCVX; Institutional Class symbol HICVX). The Hennessy Cornerstone Value Fund seeks total return, consisting of capital appreciation and current income, by investing in larger, dividend-paying common stocks using a quantitative formula. From the investable common stocks of public companies in the S&P Capital IQ Database, this fund invests in the 50 stocks with the highest dividend yield that also have above-average market capitalizations, above-average number of shares outstanding, 12-month sales that are 50% greater than the average, and above-average cash flows.

Multi-Asset Funds

Three of the Hennessy Funds are categorized as Multi-Asset products. Of those three funds, two utilize a quantitative investment strategy and one is actively managed. These funds follow a more conservative investment strategy focused on generating income and providing an alternative to funds containing only equity stocks. Following is a brief description of the investment objectives and principal investment strategies of the Hennessy Funds in the Multi-Asset product category:

 

   

Hennessy Total Return Fund (Investor Class symbol HDOGX). The Hennessy Total Return Fund seeks total return, consisting of capital appreciation and current income, by investing approximately 50% of its assets in the 10 highest dividend-yielding common stocks of the Dow Jones Industrial Average (known as the “Dogs of the Dow”) in roughly equal dollar amounts and the remaining 50% of its assets in U.S. Treasury securities with a maturity of less than one year. This fund then utilizes a borrowing strategy that allows the fund’s performance to approximate what it would be if the fund had an asset allocation of roughly 75% Dogs of the Dow stocks and 25% U.S. Treasury securities.

 

   

Hennessy Equity and Income Fund (Investor Class symbol HEIFX; Institutional Class symbol HEIIX). The Hennessy Equity and Income Fund seeks income and long-term capital appreciation with reduced volatility of returns by investing up to 70% of its assets in common stock, preferred stock, and equity-like instruments and its remaining assets in asset-backed and mortgage-backed securities and debt instruments, including high-yield bonds.

 

   

Hennessy Balanced Fund (Investor Class symbol HBFBX). The Hennessy Balanced Fund seeks a combination of capital appreciation and current income by investing approximately 50% of its assets in roughly equal dollar amounts in the Dogs of the Dow stocks but limits exposure to market risk and volatility by investing approximately 50% of its assets in U.S. Treasury securities with a maturity of less than one year.

Sector and Specialty Funds

Eight of the Hennessy Funds are categorized as Sector and Specialty products. Of those eight funds, one is designed as an index fund and the other seven are actively managed, and each focuses on a niche sector of the stock market. Following is a brief description of the investment objectives and principal investment strategies of the Hennessy Funds in the Sector and Specialty product category:

 

   

Hennessy Energy Transition Fund (Investor Class symbol HNRGX; Institutional Class symbol HNRIX). The Hennessy Energy Transition Fund seeks total return by investing in companies operating in the United States across the full spectrum of the energy supply/demand value chain, including traditional upstream, midstream, and downstream energy companies, as well as renewable energy companies and energy end users. The portfolio managers use a proprietary research and investment process that involves fundamental and quantitative analysis of various macroeconomic and commodity price and other factors to select this fund’s investments and determine the weighting of each investment.

 

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Hennessy Midstream Fund (Investor Class symbol HMSFX; Institutional Class symbol HMSIX). The Hennessy Midstream Fund seeks capital appreciation through distribution growth and current income by investing in midstream energy infrastructure companies, including master limited partnerships, that own and operate assets used in the transporting, storing, gathering, processing, distributing, or marketing of natural gas, natural gas liquids, crude oil, refined products, coal, or electricity or that provide energy-related equipment and services. The portfolio managers combine a top-down deductive reasoning approach with a detailed bottom-up analysis of individual companies.

 

   

Hennessy Gas Utility Fund (Investor Class symbol GASFX; Institutional Class symbol HGASX). The Hennessy Gas Utility Fund seeks income and capital appreciation by investing in companies that are members of the American Gas Association (“AGA”) in approximately the same percentage as the percentage weighting of such company in the AGA Stock Index. The AGA Stock Index is a capitalization-weighted index that consists of all member companies of the AGA whose securities are traded on a U.S. stock exchange. The index is adjusted monthly for the percentage of natural gas assets on each company’s balance sheet.

 

   

Hennessy Japan Fund (Investor Class symbol HJPNX; Institutional Class symbol HJPIX). The Hennessy Japan Fund seeks long-term capital appreciation by investing in equity securities of Japanese companies. Using in-depth analysis and on-site research, the portfolio managers focus on stocks with a potential “value gap” by screening for companies that they believe have strong businesses and management and are trading at attractive prices. The portfolio managers limit the portfolio to what they consider to be their best ideas and maintain a concentrated number of holdings.

 

   

Hennessy Japan Small Cap Fund (Investor Class symbol HJPSX; Institutional Class symbol HJSIX). The Hennessy Japan Small Cap Fund seeks long-term capital appreciation by investing in equity securities of smaller Japanese companies, typically considered to be companies with market capitalizations in the bottom 20% of all publicly traded Japanese companies. Using in-depth analysis and on-site research, the portfolio managers focus on stocks with a potential “value gap” by screening for small-cap companies that the portfolio managers believe have strong businesses and management and are trading at attractive prices. The portfolio managers limit the portfolio to what they consider to be their best ideas and is unconstrained by its benchmarks.

 

   

Hennessy Large Cap Financial Fund (Investor Class symbol HLFNX; Institutional Class symbol HILFX). The Hennessy Large Cap Financial Fund seeks capital appreciation by investing in securities of large-cap companies principally engaged in the business of providing financial services, including information technology companies that are primarily engaged in providing products or services to financial services companies.

 

   

Hennessy Small Cap Financial Fund (Investor Class symbol HSFNX; Institutional Class symbol HISFX). The Hennessy Small Cap Financial Fund seeks capital appreciation by investing in securities of small-cap companies principally engaged in the business of providing financial services.

 

   

Hennessy Technology Fund (Investor Class symbol HTECX; Institutional Class symbol HTCIX). The Hennessy Technology Fund seeks long-term capital appreciation by investing in securities of companies principally engaged in the research, design, development, manufacturing, or distributing of products or services in the technology industry. From the investable common stocks of public companies in the S&P Capital IQ Database with market capitalizations exceeding $175 million, this fund invests in approximately 60 stocks (weighted equally by dollar amount) that the portfolio managers believe demonstrate sector-leading cash flows and profits, a history of delivering returns in excess of cost of capital, attractive relative valuations, ability to generate cash, attractive balance sheet risk profiles, and prospects for sustainable profitability.

 

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Historical Investment Performance of the Hennessy Funds

The following table presents the average annualized returns for each Hennessy Fund and its relevant benchmark indices for the one-year, three-year, five-year, and ten-year (or since inception for Hennessy Funds that commenced operations less than ten years ago) periods ended September 30, 2022.

Returns are presented net of all expenses borne by fund investors, but not net of fees waived or expenses borne by the Company. The past investment performance of the Hennessy Funds is not a guarantee of future performance, and all of the Hennessy Funds have experienced negative performance over various periods in the past and may do so again in the future.

 

Hennessy Cornerstone Growth Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HICGX

     -8.11     11.97     4.71     9.19

Investor Class Share - HFCGX

     -8.38     11.64     4.37     8.86

Russell 2000® Index (1)

     -23.50     4.29     3.55     8.55

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Focus Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HFCIX

     -24.73     1.03     4.73     9.72

Investor Class Share - HFCSX

     -25.01     0.66     4.34     9.33

Russell 3000® Index (3)

     -17.63     7.70     8.62     11.39

Russell Midcap® Growth Index (4)

     -29.50     4.26     7.62     10.85

Hennessy Cornerstone Mid Cap 30 Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HIMDX

     -0.39     16.40     7.35     10.17

Investor Class Share - HFMDX

     -0.73     15.60     6.97     9.80

Russell Midcap® Index (5)

     -19.39     5.19     6.48     10.30

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Cornerstone Large Growth Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HILGX

     -17.68     5.63     6.22     9.50

Investor Class Share - HFLGX

     -17.96     5.33     5.90     9.22

Russell 1000® Index (6)

     -17.22     7.95     9.00     11.60

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Cornerstone Value Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HICVX

     -0.17     6.31     5.53     8.50

Investor Class Share - HFCVX

     -0.40     6.08     5.32     8.28

Russell 1000® Value Index (7)

     -11.36     4.36     5.29     9.17

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Total Return Fund

   One Year     Three Years     Five Years     Ten Years  

Investor Class Share - HDOGX

     -6.09     -0.49     2.27     5.24

75/25 Blended DJIA/Treasury Index (8)

     -9.82     3.77     6.12     8.14

Dow Jones Industrial Average (9)

     -13.40     4.36     7.42     10.45

 

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Hennessy Equity and Income Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HEIIX

     -12.86     2.47     3.90     5.93

Investor Class Share - HEIFX

     -13.15     2.11     3.52     5.56

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Balanced Fund

   One Year     Three Years     Five Years     Ten Years  

Investor Class Share - HBFBX

     -5.34     -0.27     1.67     3.41

50/50 Blended DJIA/Treasury Index (10)

     -7.50     2.74     4.54     5.73

Dow Jones Industrial Average (9)

     -13.40     4.36     7.42     10.45

Hennessy Energy Transition Fund*

   One Year     Three Years     Five Years     Since
Inception
(12/31/13)
 

Institutional Class Share - HNRIX

     30.92     15.53     3.24     1.74

Investor Class Share - HNRGX

     30.50     15.19     2.93     1.48

S&P 500® Energy Index (11)

     45.69     13.44     6.09     1.73

S&P 500® Index (2)

     -15.47     8.16     9.24     9.95

Hennessy Midstream Fund*

   One Year     Three Years     Five Years     Since
Inception
(12/31/13)
 

Institutional Class Share - HMSIX**

     15.31     2.57     -1.00     -1.25

Investor Class Share - HMSFX

     15.13     2.33     -1.23     -1.49

Alerian US Midstream Energy Index (12)

     18.18     8.23     5.62     2.10

S&P 500® Index (2)

     -15.47     8.16     9.24     9.95

Hennessy Gas Utility Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HGASX**

     9.70     3.09     4.81     7.70

Investor Class Share - GASFX

     9.35     2.77     4.47     7.50

AGA Stock Index (13)

     10.60     3.87     5.67     8.69

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

Hennessy Japan Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HJPIX

     -40.28     -6.08     -0.93     6.90

Investor Class Share - HJPNX

     -40.50     -6.45     -1.33     6.53

Russell/Nomura Total MarketTM Index (14)

     -28.19     -2.36     -0.68     5.32

Tokyo Stock Price Index (TOPIX) (15)

     -28.41     -2.49     -0.82     5.24

Hennessy Japan Small Cap Fund

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HJSIX**

     -27.40     -2.53     -0.04     9.90

Investor Class Share - HJPSX

     -27.70     -2.94     -0.46     9.60

Russell/Nomura Small CapTM Index (16)

     -26.93     -4.07     -3.07     5.32

Tokyo Stock Price Index (TOPIX) (15)

     -28.41     -2.49     -0.82     5.24

 

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Hennessy Large Cap Financial Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HILFX**

     -29.71     2.19     3.96     8.81

Investor Class Share - HLFNX

     -29.95     1.85     3.61     8.51

Russell 1000® Index Financials (17)

     -16.76     7.21     8.60     12.55

Russell 1000® Index (6)

     -17.22     7.95     9.00     11.60

Hennessy Small Cap Financial Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HISFX

     -10.84     11.41     5.17     10.32

Investor Class Share - HSFNX

     -11.16     11.02     4.79     9.93

Russell 2000® Index Financials (18)

     -15.23     2.66     2.65     8.71

Russell 2000® Index (1)

     -23.50     4.29     3.55     8.55

Hennessy Technology Fund*

   One Year     Three Years     Five Years     Ten Years  

Institutional Class Share - HTCIX**

     -30.15     4.33     7.89     9.00

Investor Class Share - HTECX

     -30.30     4.06     7.63     8.70

NASDAQ Composite Index (19)

     -26.25     10.63     11.25     14.24

S&P 500® Index (2)

     -15.47     8.16     9.24     11.70

 

*

Performance information from prior to the date that we acquired the assets related to the management of the fund is included because the previous investment manager managed the fund using a similar investment strategy.

**

Performance shown for periods prior to the inception of Institutional Class shares represents the performance of Investor Class shares of the fund and includes expenses that are not applicable to, and are higher than, those of Institutional Class shares.

(1)

The Russell 2000® Index comprises the smallest 2,000 companies in the Russell 3000® Index based on market capitalization and current index membership, representing approximately 7% of the total market capitalization of the Russell 3000® Index.

(2)

The S&P 500® Index is a capitalization-weighted index that is designed to represent the broad domestic economy through changes in the aggregate market value of 500 stocks across all major industries.

(3)

The Russell 3000® Index comprises the 3,000 largest U.S. companies based on market capitalization, representing approximately 96% of the investable U.S. equities market.

(4)

The Russell Midcap® Growth Index comprises those companies in the Russell Midcap® Index with relatively higher price-to-book ratio, higher forecasted growth values, and higher sales per share historical growth.

(5)

The Russell Midcap® Index comprises approximately 800 of the smallest securities in the Russell 1000® Index, representing approximately 27% of the total market capitalization of the Russell 1000® Index.

(6)

The Russell 1000® Index comprises the 1,000 largest companies in the Russell 3000® Index based on market capitalization and current index membership, representing approximately 93% of the total market capitalization of the Russell 3000® Index.

(7)

The Russell 1000® Value Index comprises those companies in the Russell 1000® Index with relatively lower price-to-book ratios, lower forecasted growth value, and lower sales per share historical growth.

(8)

The 75/25 Blended DJIA/Treasury Index consists of 75% common stocks represented by the Dow Jones Industrial Average and 25% short-duration Treasury securities represented by the ICE BofAML U.S. 3-Month Treasury Bill Index, which comprises U.S. Treasury securities maturing in three months.

(9)

The Dow Jones Industrial Average is a price-weighted average of 30 significant stocks traded on the NYSE or The Nasdaq Stock Market LLC.

 

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(10)

The 50/50 Blended DJIA/Treasury Index consists of 50% common stocks represented by the Dow Jones Industrial Average and 50% short-duration Treasury securities represented by the ICE BofAML 1-Year U.S. Treasury Note Index, which comprises U.S. Treasury securities maturing in approximately one year.

(11)

The S&P 500® Energy Index comprises those companies included in the S&P 500® that are classified in the Energy sector.

(12)

The Alerian US Midstream Energy Index comprises companies that earn a majority of their cash flow from midstream activities involving energy commodities.

(13)

The AGA Stock Index is a capitalization-weighted index consisting of members of the American Gas Association whose securities are traded on a U.S. stock exchange.

(14)

The Russell/Nomura Total Market Index represents approximately 98% of the investable Japan equity market.

(15)

The Tokyo Stock Price Index (TOPIX) is a capitalization-weighted index of all of the companies listed on the First Section of the Tokyo Stock Exchange.

(16)

The Russell/Nomura Small Cap Index comprises the bottom 15% of the Russell/Nomura Total Market Index based on market capitalization.

(17)

The Russell 1000® Index Financials is a subset of the Russell 1000® Index that measures the performance of securities classified in the Financials sector of the large-cap U.S. equity market.

(18)

The Russell 2000® Index Financials is a subset of the Russell 2000® Index that measures the performance of securities classified in the Financials sector of the small-cap U.S. equity market.

(19)

The NASDAQ Composite Index is a broad-based capitalization-weighted index of all common stocks listed on The Nasdaq Stock Market LLC.

Investors cannot invest directly in an index. Performance data for an index does not reflect any deductions for fees, expenses, or taxes.

Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes or Russell ratings or underlying data, and no party may rely on any Russell Indexes or Russell ratings or underlying data contained in this communication. No further distribution of Russell data is permitted without Russell’s express written consent. Russell does not promote, sponsor, or endorse the content of this communication.

Standard & Poor’s Financial Services LLC is the source and owner of the S&P® and S&P 500® trademarks.

The Dow Jones Industrial Average is the property of the Dow Jones & Company, Inc. Dow Jones & Company, Inc. is not affiliated with the Hennessy Funds or its investment advisor. Dow Jones & Company, Inc. has not participated in any way in the creation of the Hennessy Funds or in the selection of stocks included in the Hennessy Funds and has not approved any information included in this communication.

The Alerian US Midstream Energy Index is a servicemark of GKD Index Partners. LLC d/b/a Alerian (“Alerian”), and its use is granted under a license from Alerian. Alerian makes no express or implied warranties, representations, or promises regarding the originality, merchantability, suitability, or fitness for a particular purpose or use with respect to the Alerian indices. No party may rely on, and Alerian does not accept any liability for any errors, omissions, interruptions, or defects in, the Alerian indices or underlying data.

Development of New Investment Strategies and Expanding Our Product Offerings

We develop new investment strategies and expand our product offerings by identifying investor needs and reviewing asset allocation tables to determine where we can augment our family of funds. Once we identify an attractive market segment, we select one of the following methods to initiate the new strategy:

 

   

We screen the appropriate universe of stocks with a set of parameters that we believe identifies stocks that will produce higher long-term returns with lower associated risk than their relative indices, and we then introduce the new investment strategy into the marketplace by opening and directly marketing a new fund;

 

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We purchase the assets related to the management of an existing fund that we then manage ourselves;

 

   

We purchase the assets related to the management of an existing fund and then engage the existing portfolio managers or strategic firm to act as a sub-advisor to manage the fund; or

 

   

We purchase the assets related to the management of an existing fund and then employ the existing portfolio management team to manage the fund.

ASSETS UNDER MANAGEMENT, SOURCES OF REVENUES, AND 12B-1 PLANS

We earn revenues primarily by providing investment advisory services to the Hennessy Funds and secondarily by providing shareholder services to investors in the Hennessy Funds. The fees we receive for these services are calculated as a percentage of the average daily net asset values of the Hennessy Funds. In addition, the sub-advisory fees that we pay are also calculated as a percentage of the average daily net asset values of the sub-advised Hennessy Funds. The amount of our assets under management fluctuates as a result of organic inflows (purchases of shares of the Hennessy Funds by new or existing investors), acquisition inflows, outflows (redemptions of shares of the Hennessy Funds by investors), and market appreciation or depreciation.

The following table summarizes our assets under management for the past three fiscal years:

 

     Fiscal Years Ended September 30,  
     2022      2021      2020  
             
     (In thousands)  

Beginning assets under management

   $ 4,065,922      $ 3,564,597      $ 4,873,839  

Acquisition inflows

     —          —          —    

Organic inflows

     656,491        818,358        571,195  

Redemptions

     (1,147,888      (1,345,371      (1,771,127

Market (depreciation) appreciation

     (678,808      1,028,338        (109,310
  

 

 

    

 

 

    

 

 

 

Ending assets under management

   $ 2,895,717      $ 4,065,922      $ 3,564,597  
  

 

 

    

 

 

    

 

 

 

As stated above, the amount of fees we receive for providing investment advisory and shareholder services increases or decreases as our average assets under management rises or falls.

The following table summarizes our sources of revenues, net of sub-advisory fees, for the past three fiscal years:

 

     Fiscal Years Ended September 30,  
     2022      2021      2020  
             
     (In thousands)  

Investment advisory fees

   $ 27,468      $ 30,367      $ 30,831  

Shareholder service fees

     2,199        2,393        2,558  
  

 

 

    

 

 

    

 

 

 

Subtotal

     29,667        32,760        33,389  

Sub-advisory fees

     (5,727      (7,332      (7,573
  

 

 

    

 

 

    

 

 

 

Revenue, net of sub-advisory fees

   $ 23,940      $ 25,428      $ 25,816  
  

 

 

    

 

 

    

 

 

 

Investment Advisory Agreements and Fees

We provide investment advisory services to the Hennessy Funds pursuant to investment advisory agreements with Hennessy Funds Trust. Our provision of investment advisory services to the Hennessy Funds is subject to the oversight of the Board of Trustees of Hennessy Funds Trust (the “Funds’ Board of Trustees”) and must be in accordance with the applicable Hennessy Fund’s investment advisory agreement, Prospectus, and

 

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Statement of Additional Information. The services that we provide to each Hennessy Fund pursuant to these investment advisory agreements include, among other things, the following:

 

   

acting as portfolio manager for the fund or overseeing the sub-advisor acting as portfolio manager for the fund, which includes managing the composition of the fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the fund’s investment objectives, policies, and restrictions), seeking best execution for the fund’s portfolio, managing the use of soft dollars for the fund, and managing proxy voting for the fund;

 

   

performing a daily reconciliation of portfolio positions and cash for the fund;

 

   

monitoring the liquidity of the fund;

 

   

monitoring the fund’s compliance with its investment objectives and restrictions and federal securities laws;

 

   

maintaining a compliance program (including a code of ethics), conducting ongoing reviews of the compliance programs of the fund’s service providers (including any sub-advisor), including their codes of ethics, as appropriate, conducting on-site visits to the fund’s service providers (including any sub-advisor) as feasible, monitoring incidents of abusive trading practices, reviewing fund expense accruals, payments, and fixed expense ratios, evaluating insurance providers for fidelity bond, directors and officers and errors and omissions insurance, and cybersecurity insurance coverage, managing regulatory examination compliance and responses, conducting employee compliance training, reviewing reports provided by service providers, and maintaining books and records;

 

   

if applicable, overseeing the selection and continued employment of the fund’s sub-advisor, reviewing the fund’s investment performance, and monitoring the sub-advisor’s adherence to the fund’s investment objectives, policies, and restrictions;

 

   

overseeing service providers that provide accounting, administration, distribution, transfer agency, custodial, sales, marketing, public relations, audit, information technology, and legal services to the fund;

 

   

maintaining in-house marketing and distribution departments on behalf of the fund;

 

   

preparing or directing the preparation of all regulatory filings for the fund, including writing and annually updating the fund’s prospectus and related documents;

 

   

for each annual report of the fund, preparing or reviewing a written summary of the fund’s performance during the most recent 12-month period;

 

   

monitoring and overseeing the accessibility of the fund on third-party financial intermediary platforms;

 

   

paying the incentive compensation of the fund’s compliance officer and employing other staff such as legal, marketing, national accounts, distribution, sales, administrative, and trading oversight personnel, as well as management executives;

 

   

providing a quarterly compliance certification to the Funds’ Board of Trustees; and

 

   

preparing or reviewing materials for the Funds’ Board of Trustees, presenting to or leading discussions with the Funds’ Board of Trustees, preparing or reviewing all meeting minutes, and arranging for training and education of the Funds’ Board of Trustees.

 

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The investment advisory agreements also provide that we are responsible for performing any ordinary clerical and bookkeeping services needed by the Hennessy Funds that are not provided by the funds’ custodian, administrator, or transfer agent. The Funds’ Board of Trustees comprises four trustees who are not interested persons of the Hennessy Funds (the “disinterested trustees”) and Neil J. Hennessy, who is our Chief Executive Officer and Chairman of our Board of Directors. Under the Investment Company Act of 1940, a majority of the trustees must be disinterested trustees, and the disinterested trustees must approve entering into and continuing our investment advisory agreements. The disinterested trustees also have sole responsibility for selecting and nominating other disinterested trustees.

In exchange for the services described above, we receive an investment advisory fee from each Hennessy Fund that is calculated as a percentage of such fund’s average daily net asset value. As of the end of fiscal year 2022, the percentages of each fund’s assets used to calculate the annual investment advisory fees payable to us are as follows:

 

Hennessy Fund
(All Class Shares)                                                        

   Investment Advisory Fee
(as a % of fund assets)
 

Hennessy Cornerstone Growth Fund

     0.74

Hennessy Focus Fund

     0.90

Hennessy Cornerstone Mid Cap 30 Fund

     0.74

Hennessy Cornerstone Large Growth Fund

     0.74

Hennessy Cornerstone Value Fund

     0.74

Hennessy Total Return Fund

     0.60

Hennessy Equity and Income Fund

     0.80

Hennessy Balanced Fund

     0.60

Hennessy Energy Transition Fund

     1.25

Hennessy Midstream Fund

     1.10

Hennessy Gas Utility Fund

     0.40

Hennessy Japan Fund

     0.80

Hennessy Japan Small Cap Fund

     0.80

Hennessy Large Cap Financial Fund

     0.90

Hennessy Small Cap Financial Fund

     0.90

Hennessy Technology Fund

     0.74

We waived a portion of our fees with respect to the Hennessy Energy Transition Fund through the expiration of the fund’s expense limitation agreement on October 25, 2020. We continue to waive a portion of our fees with respect to the Hennessy Midstream Fund and the Hennessy Technology Fund to comply with contractual expense ratio limitations. The fee waivers are calculated daily by the Hennessy Funds’ accountants at U.S. Bank Global Fund Services, reviewed by management, and then charged to expense monthly as offsets to our revenues. Each waived fee is then deducted from investment advisory fee income and reduces the aggregate amount of advisory fees we receive from such fund in the subsequent month. Total fee waivers during each of fiscal year 2022 and 2021 were $0.1 million. To date, we have only waived fees based on contractual obligations, but we have the ability to waive fees at our discretion. Any decision to waive fees would apply only on a going-forward basis.

Our investment advisory agreements must be renewed annually (except in limited circumstances) by (a) the Funds’ Board of Trustees or the vote of a majority of the outstanding shares of the applicable Hennessy Fund and (b) the vote of a majority of the disinterested trustees. If an investment advisory agreement is not renewed, it terminates automatically. There are two additional circumstances in which an investment advisory agreement terminates. First, an investment advisory agreement automatically terminates if we assign it to another advisor (assignment includes “indirect assignment,” which is the transfer of our common stock in sufficient quantities deemed to constitute a controlling block). Second, an investment advisory agreement may be terminated prior to its expiration upon 60 days’ written notice by either the applicable Hennessy Fund or us.

Sub-Advisory Agreements and Fees

We have delegated the day-to-day portfolio management responsibilities to sub-advisors, subject to our oversight, for some of the Hennessy Funds. In each case, the sub-advisor entity or the individuals working at the sub-advisor entity is the same entity or are the same individuals who advised the fund prior to our purchase of the assets related to the management of such fund. The provision of sub-advisory services must be in accordance with

 

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the applicable Hennessy Fund’s sub-advisory agreement, Prospectus, and Statement of Additional Information. The services that each sub-advisor provides to the applicable Hennessy Fund pursuant to the terms of the sub-advisory agreement include, among other things, the following:

 

   

acting as portfolio manager for the fund, which includes managing the composition of the fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the fund’s investment objectives, policies, and restrictions), seeking best execution for the fund’s portfolio, managing the use of soft dollars for the fund, and managing proxy voting for the fund;

 

   

ensuring that its compliance programs include policies and procedures relevant to the fund and the sub-advisor’s duties as a portfolio manager to the fund;

 

   

for each annual report of the fund, preparing a written summary of the fund’s performance during the most recent 12-month period; and

 

   

providing a quarterly certification to Funds’ Board of Trustees regarding trading and allocation practices, supervisory matters, the sub-advisor’s compliance program (including its code of ethics), compliance with the fund’s policies, and general firm updates.

In exchange for sub-advisory services, we pay sub-advisory fees to the sub-advisors out of our own assets. Sub-advisory fees are calculated as a percentage of the applicable fund’s average daily net asset value. The following table lists each of our sub-advised funds, the sub-advisor for such fund, and the percentage used to calculate the annual sub-advisory fees payable by us to such fund’s sub-advisor as of the end of fiscal year 2022:

 

Hennessy Fund
(All Class Shares)                                        

  

Sub-Advisor

  

Sub-Advisory Fee
(As a % of Fund Assets)

 

Hennessy Focus Fund

  

Broad Run Investment Management, LLC

   0.29%

 

Hennessy Equity and Income Fund

  

FCI Advisors
(fixed income allocation)

   0.27%

 

  

The London Company of Virginia, LLC
(equity allocation)

   0.33%

 

Hennessy Japan Fund

  

SPARX Asset Management Co., Ltd.

   $0-$500 million:      0.35
      Above $500 million-$1 billion:      0.40
      Above $1 billion:      0.42

Hennessy Japan Small Cap Fund

  

SPARX Asset Management Co., Ltd.

   $0-$500 million:      0.35
      Above $500 million-$1 billion:      0.40
      Above $1 billion:      0.42

The sub-advisory agreements must be renewed annually in the same manner as the investment advisory agreements and are subject to the same termination provisions.

Shareholder Servicing Agreements and Fees

Pursuant to a shareholder servicing agreement with Hennessy Funds Trust, we provide shareholder services to investors in the Hennessy Funds including, among other things, maintaining a toll-free number that the current investors in the Hennessy Funds may call to ask questions about their accounts or the funds or to get help with processing exchange and redemption requests or changing account options. In exchange for these services, we receive a shareholder service fee from each Hennessy Fund of 0.10% of the average daily net assets of such fund’s Investor Class shares.

 

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The shareholder servicing agreement must be renewed annually by the Funds’ Board of Trustees, including the vote of a majority of the disinterested trustees. If the shareholder servicing agreement is not renewed, it terminates automatically. In addition, the shareholder servicing agreement may be terminated prior to its expiration upon 60 days’ written notice by Hennessy Funds Trust or us.

12b-1 Plans

All of the Hennessy Funds have adopted a 12b-1 plan. These plans are named after Rule 12b-1 of the Investment Company Act of 1940, which permits a fund to adopt a plan that allows the fund to collect fees to use to make payments to third parties in connection with the distribution of fund shares. Amounts paid under a plan may be spent on any activities or expenses primarily intended to result in sale of shares of the fund, including, but not limited to (i) advertising, (ii) compensation paid to financial intermediaries, broker-dealers, and others for sales and marketing, (iii) shareholder accounting servicing, (iv) printing and mailing prospectuses to possible new investors, and (v) printing and mailing sales literature. A fund may also employ a distributor to distribute and market fund shares and then use 12b-1 fees to pay the distributor for expenses relating to telephone use, overhead, employing employees who engage in or support the distribution of the fund shares, printing prospectuses and other reports for possible new investors, advertising, and preparing and distributing sales literature.

The 12b-1 fee for each Hennessy Fund is 0.15% of the average daily net assets of such fund’s Investor Class shares.

CUSTODIAL, DISTRIBUTION, AND BROKERAGE ARRANGEMENTS

We use independent third parties for custody and distribution of our assets under management.

All trades for the Hennessy Funds are executed by independent brokerage firms following our direction or the direction of our sub-advisors. When selecting brokers, we and our sub-advisors are required to seek best execution. Although there is no single statutory definition, Securities and Exchange Commission (“SEC”) releases and other legal guidelines make clear that this duty requires us to seek “the most advantageous terms reasonably available under the circumstances for a customer’s account.” The lowest possible commission, while important, is not the sole determinative factor. We and our sub-advisors also consider factors such as order size and market depth, availability of competing markets and liquidity, trading characteristics of the security, financial responsibility of the broker-dealer, and the broker’s ability to address current market conditions.

Currently, we participate in soft dollar arrangements with one of our brokers. This means we receive research reports and real-time electronic research to assist us in trading and managing the Hennessy Funds. Under these soft dollar arrangements, the Hennessy Funds pay brokerage commissions for securities trades at the regular market rate, and some or all of the value of those commissions is received by us in the form of research or other services that benefit the Hennessy Funds. We believe our soft dollar arrangements comply with SEC guidance regarding soft dollars.

LICENSE AGREEMENT

Our ability to use the names and formulaic investment strategies of the Hennessy Cornerstone Growth Fund and the Hennessy Cornerstone Value Fund are governed by the terms and conditions of a license agreement, dated as of April 10, 2000, with Netfolio. Under the license agreement, Netfolio granted us a perpetual, paid-up, royalty-free, exclusive license to use certain trademarks, such as “Strategy Indexing,” “Cornerstone Growth,” and “Cornerstone Value,” as well as the formula investment strategies used by the Hennessy Cornerstone Growth Fund and the Hennessy Cornerstone Value Fund. All of our advertising, marketing, promotional, and other materials incorporating or referring to the trademarks are subject to the prior written approval of Netfolio, except that we do not need Netfolio’s prior written approval to use the trademarks in a manner that is not substantially unchanged from any prior use by Netfolio in its own business or from any prior use by us previously approved by Netfolio. We have the right to assign the license to another person or entity if the assignee agrees in writing to be bound by the terms of the license agreement. There are no ongoing licensing fees associated with this license agreement, and Netfolio does not have any contractual rights to terminate the license agreement.

 

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BUSINESS STRATEGY

From the time we launched our first mutual fund in 1996, we have consistently pursued a growth strategy centered on organic growth through our marketing, sales, and distribution efforts and growth through strategic purchases of management-related assets. The implementation of this business strategy is described below.

 

 

Seeking to deliver strong investment performance of the Hennessy Funds

One of the most effective ways we can grow the assets of the Hennessy Funds is by delivering strong investment performance, which we believe should:

 

   

result in an increase in the value of existing assets of the Hennessy Funds;

 

   

encourage more investors to buy shares of the Hennessy Funds and decrease the number of investors who redeem their shares and leave the Hennessy Funds; and

 

   

motivate current investors to invest additional money in the Hennessy Funds.

 

 

Utilizing our branding and marketing campaign to attract assets

We believe we can attract investors to the Hennessy Funds by effectively marketing our consistent and disciplined approach to investing based on a buy-and-hold philosophy that rejects the idea of market timing. We offer quantitative funds, actively managed funds, and income-generating funds. We believe our quantitative funds attract investors who want to understand exactly how their investments are managed and who favor statistical analysis and empirical evidence as the basis for investment decisions. We also believe that our actively managed funds attract investors who appreciate a fundamental, hands-on investment management approach and talented portfolio managers. Finally, we believe our more conservative, income-generating funds attract investors seeking alternatives to funds invested entirely in equities.

We run a comprehensive and far-reaching public relations program designed to disseminate our message to a wide variety of potential investors through frequent television appearances, radio spots, feature articles, and print media mentions. We have partnered with an industry-leading public relations firm, SunStar Strategic, to proactively promote the Hennessy Funds to national financial media. This public relations program has consistently resulted in the Hennessy Funds being mentioned an average of once every two to three days in national print and broadcast media such as CNBC, Fox News, Bloomberg radio and TV, The Wall Street Journal, Kiplinger, and Barron’s, among others. To facilitate our presence in the media, we utilize LiveStudio, an in-house studio providing a direct link to media broadcasts, at our office in Novato, California. We have several spokespeople who help us expand our public relations program and provide comprehensive media coverage of our products, including (i) Neil J. Hennessy, who is our Chief Executive Officer and Chairman of our Board of Directors as well as President, Chief Market Strategist, and a Portfolio Manager of the Hennessy Funds, (ii) Ryan Kelley, Chief Investment Officer and a Portfolio Manager of the Hennessy Funds, and (iii) Portfolio Managers Ben Cook, David Ellison, and Josh Wein, as well as the Portfolio Managers at our sub-advisors.

We maintain and regularly update a robust website and social media presence. Our core marketing efforts include targeted outreach to both current and prospective investors in the Hennessy Funds, including financial advisors and retail investors. Our content marketing includes overall market and sector-specific thought leadership, promotional investment ideas, fund updates, and commentary from our portfolio managers, as well as feature news articles and broadcast appearances. We attend select investment advisor trade shows and strategic industry-related conferences, and we seek opportunities to moderate or speak on industry-related panels. Through much of our fiscal year 2021 and the second half of our fiscal year 2020, we participated in these activities via videoconference or teleconference, as necessary.

 

 

Expanding our distribution network to additional distribution platforms

Investors may purchase shares of the Hennessy Funds through third-party financial intermediaries, including fund supermarkets, national wirehouses and broker-dealers, independent and regional broker-dealers, and registered investment advisors, or directly from the Hennessy Funds.

 

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Fund supermarkets, such as Schwab, Fidelity, TD Ameritrade, and Pershing, generally offer funds of many different investment companies to investors in exchange for a services fee paid by the applicable fund or that fund’s investment advisor. The ability to purchase various funds in a single location is very attractive to investors, and the majority of our assets under management as of the end of fiscal year 2022 was held at fund supermarkets. Additionally, we continually seek opportunities to form new relationships with financial intermediaries to make our no-load funds even more accessible to investors. We oversee distribution of the Hennessy Funds through all financial intermediaries.

Investors may also purchase shares of the Hennessy Funds directly through the Hennessy Funds website or by calling us or U.S. Bank Global Fund Services, the Hennessy Funds’ administrator.

 

 

Increasing our current base of financial advisors and investment professionals

Investment professionals generally have access to a wide variety of investment products they may recommend to their clients. A recommendation by an investment professional to a client to buy one of the Hennessy Funds may greatly influence that investor. Thus, we believe that expanding our current base of investment professionals who utilize no-load funds for their clients will help us increase our assets under management, which will in turn increase our revenues.

 

 

Securing participation on the platforms of national full-service firms

We continually strive to develop relationships with national full-service firms that permit their investment professionals to offer no-load funds to their clients as a way to increase the amount of assets that we manage, which will in turn increase our revenues.

 

 

Pursuing strategic purchases of management agreements for additional funds

A primary component of our growth strategy is to selectively pursue strategic purchases of the assets related to the management of additional funds. We believe the regulatory burden imposed upon the fund industry, along with increased competition, has compressed the margins of smaller to mid-sized fund managers, making those managers more receptive to an asset purchase. The long-term trend toward lower fees has made it more challenging to identify accretive asset purchases, but we believe that we are well positioned to move quickly once we identify any attractive purchase targets from the large supply of potential targets.

Through our asset purchase strategy, we have completed 10 purchases of the assets related to the management of mutual funds over a 20-year period, integrating $4.3 billion in net assets of 30 different mutual funds into the Hennessy Funds family.

 

 

Delivering strong, high-quality financial results.

We seek to maintain a strong financial position and to manage our investment advisory business to meet the highest regulatory, ethical, and business standards and to maintain continuity of service to all of the investors in the Hennessy Funds.

COMPETITION

The investment advisory industry is highly competitive, with new competitors continually entering the industry. We compete directly with numerous global and U.S. investment managers, commercial banks, savings and loans associations, brokerage and investment banking firms, broker-dealers, insurance companies, and other financial institutions that often provide investment products with similar features and objectives to those we offer. These institutions range from small boutique firms to large financial services complexes. We are considered a small investment advisory company. Many competing companies are part of larger financial services companies that conduct business in more markets and have greater marketing, financial, technical, research, and distribution resources and other capabilities than we do. Most of the larger firms offer a broader range of financial services to the same retail and institutional investors we seek to serve. These factors may place us at a competitive disadvantage, and we can give no assurance that our strategies and efforts to maintain and enhance our current investor

 

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relationships, as well as to create new ones, will be successful. To grow our business, we must be able to compete effectively for assets under management. Key competitive factors include:

 

   

the investment performance of the Hennessy Funds;

 

   

the expense ratios of the Hennessy Funds;

 

   

the breadth of our product offerings;

 

   

industry rankings of the Hennessy Funds;

 

   

the quality of our services;

 

   

our ability to further develop and market our brand;

 

   

our commitment to placing the interests of investors first; and

 

   

our general business reputation.

Increased competition could reduce the demand for our products and services, which could have a material adverse effect on our business, results of operations, and financial condition.

Competition is an important risk that our business faces and should be considered along with other risk factors that we discuss in Item 1A, “Risk Factors.”

REGULATORY ENVIRONMENT

We are subject to an increasing number of extensive and complex federal and state laws and regulations intended to protect investors in funds and investors of registered investment advisors. We believe we are in compliance in all material respects with all applicable laws and regulations.

We are registered as an investment advisor with the SEC and, therefore, must comply with the requirements of the Investment Advisers Act of 1940 and related SEC regulations. Such requirements relate to, among other things, fiduciary duties to investors, transactions with investors, compliance program effectiveness, solicitation arrangements, conflicts of interest, advertising, recordkeeping and reporting, disclosure, and anti-fraud matters.

We manage accounts for the Hennessy Funds on a discretionary basis, meaning that we have the authority to buy and sell securities for each portfolio, select broker-dealers to execute trades, and negotiate brokerage commission rates. In connection with certain of these transactions, we receive soft dollar credits from broker-dealers that have the effect of reducing certain of our expenses. All of our soft dollar arrangements are intended to be within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If our ability to use soft dollars were reduced or eliminated as a result of the implementation of statutory amendments or new regulations, our operating expenses would increase.

The Hennessy Funds are registered with the SEC under the Investment Company Act of 1940, which imposes additional obligations on both the Hennessy Funds and us, as the advisor to the Hennessy Funds, including detailed operational requirements. While we exercise broad discretion over the day-to-day management of the business, affairs, and investment portfolios of the Hennessy Funds, our operations are subject to oversight and management by the Funds’ Board of Trustees. The responsibilities of the Funds’ Board of Trustees include, among other things, annually approving the continuation of our investment advisory agreements and shareholder servicing agreement with the Hennessy Funds and our sub-advisory agreements with the sub-advisors to the Hennessy Funds, approving other service providers, determining the method of valuing assets, and monitoring transactions involving affiliates. The Investment Company Act of 1940 also imposes on us a fiduciary duty with respect to receiving investment advisory fees. That fiduciary duty may be enforced by the SEC, by administrative action, or through litigation initiated by investors in the Hennessy Funds pursuant to a private right of action.

 

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The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act of 1940 and the Investment Company Act of 1940, ranging from fines and censures to the suspension of individual employees to termination of our registration as an investment advisor. A violation of applicable law or regulations could also subject us, our directors, and our employees to civil actions brought by private parties. We believe we are in compliance in all material respects with all applicable SEC requirements.

EMPLOYEES

As of the end of fiscal year 2022, we had 19 employees, 17 of whom were full-time employees. Our 19 employees had an average tenure of 12 years as of the end of fiscal year 2022. We focus on providing our employees competitive compensation, a friendly and flexible office environment, and fostering close-knit working relationships among our team members. Over 50% of our employees are women, and with an executive team that is 50% women and 25% minority, we believe we have created an environment in which all team members can be successful and supported.

Our executive officers are (i) Neil J. Hennessy, Chief Executive Officer and Chairman of our Board of Directors, (ii) Teresa M. Nilsen, President, Chief Operating Officer, Secretary, and a member of our Board of Directors, (iii) Kathryn R. Fahy, Chief Financial Officer and Senior Vice President, and (iv) Daniel B. Steadman, Executive Vice President and a member of our Board of Directors. In addition to our executive officers’ responsibilities at Hennessy Advisors, Inc., (a) Mr. Hennessy is President, Chief Market Strategist, and a Portfolio Manager of the Hennessy Funds and is a member of the Funds’ Board of Trustees, (b) Ms. Nilsen is an Executive Vice President and Treasurer of the Hennessy Funds, (c) Ms. Fahy is Vice President, Assistant Treasurer, and Assistant Secretary of the Hennessy Funds, and (d) Mr. Steadman is an Executive Vice President and Secretary of the Hennessy Funds.

AVAILABLE INFORMATION

We make available free of charge through a link on our website, www.hennessyadvisors.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

 

ITEM 1A.

RISK FACTORS

We face many risks and uncertainties, many of which are inherent in the financial services industry and the investment advisory business. Investors should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10-K, in evaluating us and our common stock. Our business, results of operations, financial condition, and stock price could be materially adversely affected by any of the risks we face, including those described below.

RISKS RELATING TO OUR ASSETS UNDER MANAGEMENT

Volatility in and disruption of the capital markets and changes in the economy has and may continue to significantly affect our assets under management and revenues.

The securities markets are inherently volatile and may be affected by factors beyond our control, including global economic conditions, industry trends, interest and inflation rate fluctuations, political factors, the imposition of economic sanctions, public health crises, natural disasters, and other factors that are difficult to predict. Because our assets under management is largely concentrated in equity products, our results are particularly susceptible to downturns in the equity markets. We derive all of our operating revenues from investment advisory fees and shareholder service fees paid to us by the Hennessy Funds. These fees are calculated as a percentage of the average daily net asset value of the Hennessy Funds. Accordingly, our revenues increase or decrease as our average assets under management increases or decreases, which is affected by market appreciation or depreciation and purchases and redemptions of shares of the Hennessy Funds. Changing market conditions could also cause an impairment to the value of our management contracts asset.

 

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Investors in the Hennessy Funds can redeem their investments at any time and for any reason, including poor investment performance and volatile equity markets. A decline in our assets under management adversely affects our revenues.

Investors in the Hennessy Funds may redeem their investments at any time and for any reason without prior notice. Success in the investment advisory and fund business is largely dependent on investment performance, as well as investor servicing and distribution. If the Hennessy Funds perform poorly compared to the investment products offered by other investment advisory firms, we may experience a decrease in purchases of shares and an increase in redemptions of shares of the Hennessy Funds. Further, sharp declines in the stock market, such as those experienced during fiscal year 2022, have and may continue to cause increases in redemptions of shares of the Hennessy Funds. Such redemptions reduce our assets under management and adversely affect our revenues.

Our business and operations are subject to adverse effects from market reactions to the outbreak of contagious diseases.

The outbreak and spread of contagious diseases such as COVID-19 has adversely impacted global commercial activity, contributed to significant volatility in global equity and debt markets, and disrupted supply chains, operations, and economic activity. The COVID-19 pandemic adversely impacted the value and performance of the Hennessy Funds, which resulted in declines in our revenues. It also limited our ability to source and pursue potential acquisitions. Future outbreaks of contagious diseases could have similar adverse impacts on our business and financial performance.

Adverse opinions of the Hennessy Funds by third parties, including rating agencies or industry analysts, could decrease new investments in, or accelerate redemptions from, the Hennessy Funds, which would adversely affect our revenues.

The Hennessy Funds are rated, ranked, and assessed by independent third parties, including rating agencies, industry analysts, distribution partners, and industry periodicals. These ratings, rankings, and assessments often influence the investment decisions of investors, but they can be affected by a number of factors that are not under our direct control and may change frequently. For example, a ranking agency like Morningstar may change its ranking designs and methodology, which could result in a decrease in the ratings of the Hennessy Funds without any action on our part. If the Hennessy Funds received an adverse rating, ranking, or assessment from a third party, it could result in an increase in the withdrawal of assets from the Hennessy Funds by existing investors and the inability to attract additional investments into the Hennessy Funds from existing and new investors, thereby reducing our assets under management and adversely affecting our revenues.

The failure or negative performance of products offered by competitors may have a negative impact on the Hennessy Funds within such similar product type, irrespective of our fund performance.

Many competitors offer similar products to the Hennessy Funds, and the failure or negative performance of competitors’ products could lead to a loss of confidence in the corresponding products in the Hennessy Funds lineup, irrespective of the performance of the Hennessy Funds. Any loss of confidence in a product type could lead to redemptions in the Hennessy Fund within such product type, which could have a material adverse effect on our business, results of operations, and financial condition.

RISKS RELATING TO OUR BUSINESS MODEL AND OPERATIONS

We derive a substantial portion of our revenues from a limited number of the Hennessy Funds.

For the past several years, approximately 75% of our assets under management has been concentrated in four of our funds. During fiscal year 2022, our average assets under management was concentrated in the following four funds: (i) the Hennessy Focus Fund (27% of average assets under management); (ii) the Hennessy Japan Fund (16% of average assets under management); (iii) the Hennessy Gas Utility Fund (16% of average assets under management); and (iv) the Hennessy Cornerstone Mid Cap 30 Fund (10% of average assets under management). Consequently, our revenues followed a similar pattern of concentration: (a) the Hennessy Focus Fund (32% of total revenue); (b) the Hennessy Japan Fund (16% of total revenue); (c) the Hennessy Mid Cap 30 Fund (10% of total revenue); and (d) the Hennessy Gas Utility Fund (9% of total revenue). As a result, our operating results are particularly dependent upon the performance of a very small number funds and our ability to maintain and grow assets under management in these funds. These funds have experienced significant redemptions in recent years and may continue to do so for the future. This has reduced, and may continue to reduce, our assets under management and revenues.

 

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We utilize unaffiliated sub-advisors to manage the portfolio composition of certain of the Hennessy Funds, and any matters that have an adverse impact on their businesses or any change in our relationships with our sub-advisors could lead to a reduction in assets under management, which would adversely affect our revenues.

We utilize unaffiliated sub-advisors to manage the portfolio composition of some of the Hennessy Funds. Although we perform due diligence on our sub-advisors, we do not manage their day-to-day business activities. Our financial condition and profitability may be adversely affected by situations that are specific to such sub-advisors, such as disruption of their operations, their exposure to disciplinary action, or reputational harm to them.

We periodically negotiate the terms and conditions of these sub-advisory relationships, and there can be no assurance that such terms will remain acceptable to us or our sub-advisors. These relationships may also be terminated by us or the applicable sub-advisor upon short notice without penalty. An interruption or termination of our sub-advisory relationships could affect our ability to market our sub-advised funds and result in a reduction in assets under management, which would adversely affect our revenues.

We depend on key personnel to manage our business, and the loss of any key person’s services, combined with our inability to identify and retain a suitable replacement for such person, could materially adversely affect us. Additionally, the cost to retain our key personnel could put pressure on our operating margins.

Our success is largely dependent on the skills, experience, and performance of our key personnel. The business acumen, investment advisory expertise, and business relationships of our key personnel are critical elements in operating and expanding our business. Financial services professionals are in high demand, and we face significant competition for qualified employees. The loss of services of any of our key personnel for any reason, combined with our inability to identify and retain a suitable replacement for such person, could have a material adverse effect on our business, results of operations, and financial condition. Moreover, in order to retain key personnel, we may be required to increase compensation to such individuals, resulting in additional expense.

We have debt and may incur additional debt, which may increase the risk of investing in us and may harm our financial condition and results of operations.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and therefore increase the risks associated with investing in our securities.

On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes mature on December 31, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2023. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of our future unsecured unsubordinated indebtedness, senior to any of our future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of our existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any future subsidiaries of ours.

We may incur additional debt in the future. Our indebtedness could (i) decrease our ability to obtain additional financing for working capital, capital expenditures, general corporate or other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, and (v) increase our vulnerability to adverse changes in general economic and industry conditions. Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which is subject to general economic conditions and financial, business, and other factors affecting our consolidated operations, many of which are beyond our control.

 

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Changes in the distribution channels on which we depend could reduce our net revenues and hinder our growth.

Our primary source of distribution of the Hennessy Funds is through a variety of third-party financial intermediaries. Our success is highly dependent on access to these various distribution channels. We cannot guarantee we will be able to retain access to these channels at similar pricing or at all. Increasing competition for these distribution channels could cause our distribution costs to rise, which could have a material adverse effect on our net income. These financial intermediaries generally can terminate their relationships with us on short notice. Mergers and other corporate transactions among distributors also may affect our relationships with financial intermediaries. Certain of the financial intermediaries upon whom we rely to distribute the Hennessy Funds also sell their own competing proprietary investment products, which could limit the distribution of our products. Investors increasingly rely on external consultants and other third parties for advice on the choice of investment manager. These consultants and third parties tend to exert a significant degree of influence over their clients’ choices, and they may favor one of our competitors as better meeting their particular clients’ needs. There is no assurance that the Hennessy Funds will be among their recommended choices in the future.

Additionally, particularly in the United States, certain third-party financial intermediaries have substantially reduced the number of investment funds they make available to their clients. If a material portion of the financial intermediaries with whom we do business were to substantially narrow their product offerings, it could have a significant adverse effect on our assets under management, revenues, and net income. More broadly, in both retail and institutional channels, financial intermediaries (distribution firms and consultants) are seeking to reduce the number of investment management firms with which they do business. This poses risks of additional lost business if a particular financial intermediary chooses to stop or significantly reduce its business relationship with us. Any failure to maintain strong business relationships with these financial intermediaries and the consultant community due to any of the above-described factors would impair our ability to distribute the Hennessy Funds, which in turn would have a negative effect on our assets under management, revenues, and net income.

Management contracts purchased by us are currently classified as an indefinite-life asset subject to impairment analysis. The impairment analysis is based on subjective criteria, and an impairment loss could be recorded.

The management contracts we have purchased, an $80.9 million asset on the balance sheet as of the end of fiscal year 2022, are considered an intangible asset with an indefinite useful life. Management reviews the indefinite life classification of our management contracts asset each reporting period. If the management contracts asset is ever reclassified as an asset with a definite life, we would begin amortizing the management contracts over their remaining useful life. If the management contracts asset continues to be classified as an indefinite-life asset, we will continue to periodically review the carrying value to determine if any impairment has occurred. The impairment analysis is based on anticipated future cash flows, which are calculated based on assets under management. Although the management contracts asset is not currently impaired, there is always a possibility of impairment in the future, which could require us to write off all or a portion of the asset. A write-off, depending on the amount, could have operational risks and could have a significant impact on the value of our equity and our earnings per share.

We may be required to forego all or a portion of our fees under our investment advisory agreements with the Hennessy Funds.

On an annual basis, the Funds’ Board of Trustees must assess the reasonableness of our investment advisory fees. While the Funds’ Board of Trustees has found our investment advisory fees to be reasonable in the past, we cannot guarantee that it will continue to do so. Additionally, we regularly analyze the expense ratios of the Hennessy Funds and have the right to waive fees to compete with other funds with lower expense ratios (although in the past we have only waived fees based on contractual obligations). Any waiver of or reduction in fees would cause our revenues to decline and could adversely affect our business, results of operations, and financial condition. Any fee waiver would apply only on a going-forward basis.

The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund invest in the Japanese stock market in yen, which involves foreign exchange and economic uncertainties.

The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund are invested in securities listed on the Japanese stock market, which exposes these funds to risks that are not typically associated with an investment in a U.S. issuer. The values of these funds fluctuate with changes in the value of the Japanese yen versus the U.S. dollar. Investments in Japanese securities also expose these funds to the economic uncertainties affecting Japan, which may

 

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differ from those affecting the United States. For example, the adverse effects of a pandemic may disproportionately impact Japan. Further, Japanese financial accounting standards and practices may differ, and there may be less information on Japanese companies available publicly. If these circumstances result in a reduction in the total assets of the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund, our assets under management would be reduced, which would adversely affect our revenues.

We utilize quantitative investment strategies for some of the Hennessy Funds that require us to invest in specific portfolios of securities and hold these positions for a specified period of time regardless of performance.

Our formula-driven funds adhere to quantitative investment strategies, and the portfolios of stocks held by such funds are rescreened and rebalanced at designated times in accordance with such investment strategies. Adhering to our investment strategies regardless of any adverse developments that may arise could result in substantial losses to the formula-driven Hennessy Funds if, for example, the stocks selected for a fund are experiencing financial difficulty or are out of favor with investors in a given period This could, in theory, result in relatively low performance of the formula-driven Hennessy Funds and adversely affect the net assets of such Hennessy Funds. A decrease in the net assets of the Hennessy Funds would adversely affect our revenues.

We pursue strategic asset purchases as part of our regular business strategy, and such acquisitions involve inherent risks that could adversely affect our operating results and financial condition and potentially dilute the holdings of current shareholders.

As part of our regular business strategy, we pursue strategic purchases of the assets related to the management of additional funds. This strategy is accompanied by risks including, among others, the possibility of the following:

 

   

the potential unavailability of attractive acquisition opportunities;

 

   

a high level of competition from other companies that may have greater financial resources than we do;

 

   

our inability to value potential asset purchases accurately and negotiate acceptable purchase terms;

 

   

our inability to obtain quorum and secure enough affirmative votes to gain approval of the proposed fund reorganization from the target fund’s investors;

 

   

the loss of fund assets paid for in an asset purchase through redemptions by investors of the funds involved in the asset purchase;

 

   

higher than anticipated asset purchase expenses;

 

   

our inability to successfully integrate and maintain adequate infrastructure to support business growth;

 

   

increasing our leverage;

 

   

the potential diversion of our management’s time and attention;

 

   

dilution to our shareholders if we fund an asset purchase in whole or in part with our common stock; and

 

   

adverse effects on our earnings if purchased intangible assets become impaired.

While we seek to mitigate these risks through, among other things, due diligence and indemnification provisions, these or other risk-mitigating measures that we put in place may not be sufficient to address these risks. If one or more of these risks occur, we may be unable to successfully complete a purchase of management-related assets (thereby requiring us to write off any related expenses), we may experience an impairment of our management contracts asset, we may receive negative publicity or suffer other negative impacts on our reputation, and we may not achieve the expected return on investment. Any of these results could have an adverse effect on our business, results of operations, and financial condition.

 

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Our investment advisory and shareholder servicing agreements can be terminated on short notice, are not freely assignable, and must be renewed annually; the loss of such agreements would reduce our revenues.

We generate all of our operating revenues from the investment advisory and shareholder servicing agreements with the Hennessy Funds. These agreements may be terminated without penalty on 60 days’ notice and may not be assigned without the consent of investors in the Hennessy Funds. In addition, they each must be renewed annually by the Funds’ Board of Trustees (or, in the case of our investment advisory agreements, by the vote of a majority of the outstanding shares of the applicable Hennessy Fund), including a majority of the disinterested trustees. The termination or non-renewal of these agreements, or the renegotiation of the terms of these agreements in a manner detrimental to us, could result in a substantial reduction in revenues, which could have a material adverse effect on our business, results of operations, and financial condition.

RISKS RELATING TO OUR INDUSTRY

Investor behavior is influenced by short-term investment performance.

Investor behavior may be based on many factors, including short-term investment performance. Poor short-term performance of the Hennessy Funds, irrespective of longer—term success, could potentially lead to a decrease in purchases of shares of the Hennessy Funds and an increase in redemptions, thereby reducing our assets under management and adversely affecting our revenues.

Assets invested through third-party financial intermediaries can be quickly redeemed, which could reduce our revenues.

Third-party financial intermediaries are attractive to investors because of the ease of accessibility to a variety of funds, but this may cause the investments to be more sensitive to fluctuations in performance, especially in the short term. If we were unable to retain the assets of the Hennessy Funds held through financial intermediaries, our assets under management would be reduced. As a result, our revenues could decline and our business, results of operations, and financial condition could be materially adversely affected.

We face intense competition in attracting investors and retaining net assets in the Hennessy Funds.

The investment advisory industry is intensely competitive and new participants are continually entering the industry. We compete directly with numerous global and U.S. investment advisors, commercial banks, savings and loan associations, brokerage and investment banking firms, broker-dealers, insurance companies, and other financial institutions that often provide investment products with similar features and objectives to those we offer. These institutions range from small boutique firms to large financial services complexes. We are considered a small investment advisory company. Many competing companies are part of larger financial services companies that conduct business in more markets and have greater marketing, financial, technical, research, and distribution resources and other capabilities than we do. Most of the larger firms offer a broader range of financial services to the same retail and institutional investors that we seek to serve. If we are unable to attract investors and retain net assets in the Hennessy Funds due to increased competition, our revenues could decline and we could experience a material adverse effect on our business, results of operations, and financial condition.

For more information regarding competitive factors, see the “Competition” subheading in Item 1, “Business.”

We may be unable to develop or acquire new products and the development of new products may expose us to reputational harm, additional costs, or operational risk.

Our continued financial performance may depend on our ability to react to changes in the asset management industry, respond to evolving investor demands and develop, market, and manage new investment products. Conversely, the development and introduction of new products, including the creation or acquisition of products with a focus on ESG (environmental, social, and governance) matters, requires continued innovative effort on our part and may require significant time and resources, as well as ongoing support and investment. Substantial

 

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risks and uncertainties are associated with the introduction of new products, including the implementation of new and appropriate operational controls and procedures, shifting investor and market preferences, the introduction of competing products, constraints on our ability to manage growth, and compliance with regulatory and disclosure requirements. A growing number of new products also depend on data provided by third parties as analytical inputs and are subject to additional risks, including with respect to data quality, cost, availability, and provider relationships. There can be no assurance that we will be able to develop or acquire new products that address the needs of investors on the timescale they require. Any failure to successfully develop or acquire new products, or effectively manage associated operational risks, could harm our reputation and expose us to additional costs, which may reduce our assets under management and adversely affect our revenues.

Market consolidation and industry trends could negatively impact our business.

In recent years, there have been several instances of industry consolidation in both the distribution and investment management areas. Further consolidation may occur in these areas in the future. The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future. Additionally, the market environment has increasingly led some investors to favor lower–fee, passive products. As a result, investment advisors that emphasize passive products have gained, and may continue to gain, market share from active managers like us.

Industry trends and market pressure to lower our investment advisory fees could reduce our profit margin.

Our profits are highly dependent on the fees we are able to charge to the Hennessy Funds for investment advisory services. To the extent we are forced to compete on the basis of the investment advisory fees we charge to the Hennessy Funds, we may not be able to maintain our current fee structures. We have historically competed primarily on the performance of the Hennessy Funds and not on the level of our investment advisory fees relative to those of our competitors. In recent years, however, there has been a trend toward lower fees in the investment advisory industry. To maintain our fee structures in a competitive environment, we must be able to provide investors in the Hennessy Funds with investment returns and service that will adequately compensate them for investing in our funds with our current fee structures. We may not succeed in maintaining our current fee structures, and fee reductions on existing or future business could have a material adverse effect on our results of operations.

Higher insurance premiums and increased insurance coverage risks could increase our costs and reduce our profitability.

We carry insurance in amounts and under terms that we believe are appropriate, but we cannot guarantee that our insurance policies will cover all liabilities and losses to which we may be exposed or, if covered, that such liabilities and losses will not exceed insurance coverage limits or that our insurers will remain solvent and meet their obligations. In addition, insurance premiums and required retentions have increased in recent years and may continue to do so.

We are subject to regulatory and governmental inquiries and civil litigation. An adverse outcome of any such proceeding could involve substantial financial penalties. Various claims may also arise against us in the ordinary course of business, such as employment-related claims. There has been increased incidence of litigation and regulatory investigations in the financial services industry in recent years, including customer claims and class action suits alleging substantial monetary damages. Certain insurance coverage may not be available or may be prohibitively expensive in future periods. As our insurance policies come up for renewal, we may need to assume higher deductibles or co-insurance liabilities, or pay higher premiums, which would increase our expenses and have a material adverse effect on our results of operations.

We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs, and reputational damage.

We use software and related technologies throughout our business and also utilize third-party vendors who use software and related technologies to provide services to us and the Hennessy Funds. We are dependent on the effectiveness of our information and cybersecurity policies, procedures, and capabilities we maintain to protect our computer and telecommunications systems and the data that resides on or is transmitted through them, including

 

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data provided by third parties that is significant to our business. An information security incident, such as a cyber-attack involving a phishing scam, business email compromise, malware, or ransomware attack, or an internally caused incident or disruption, such as misuse or a failure to control access to sensitive systems, could materially interrupt our business operations or cause disclosure or modification of sensitive or confidential investor or competitive information. Moreover, our growing reliance on mobile and cloud technology and any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in misappropriation, corruption, or loss of personal, confidential, or proprietary information or third-party data. Additionally, although we take precautions to password protect and encrypt our laptops and other mobile electronic hardware, if such hardware is stolen, misplaced, or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions. Furthermore, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available.

The financial services industry has been the subject of cyber-attacks involving the dissemination, theft, and destruction of corporate information or other assets as a result of failure to follow procedures by employees or as a result of actions by third parties, including actions by terrorist organizations and nation-state actors. Although we have implemented policies and controls to prevent and address potential data breaches, inadvertent disclosures, increasingly sophisticated cyber-attacks, and cyber-related fraud, there can be no assurance that any of these measures will prove effective. Because the techniques used to obtain unauthorized access, disable, or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques, to implement adequate preventative measures, or to address them until they are discovered. In addition, a successful cyber-attack may persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity and potential impact to be known. While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, certain errors or actions could be repeated or compounded before they are discovered and remediated, and communication to the public, regulators, shareholders, and investors in the Hennessy Funds may be inaccurate, any or all of which could further increase the costs and consequences of an information security incident.

If any of these events were to occur, we could suffer a financial loss, a disruption of our business, liability to the Hennessy Funds and their investors, regulatory intervention, or reputational damage, any of which could have a material adverse effect on our business, results of operations, and financial condition. We also may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. In addition, our cybersecurity insurance may not cover all losses and damages from such events and our ability to maintain or obtain sufficient insurance coverage in the future may be limited.

Finally, cybersecurity and data privacy have become high priorities for regulators, and many jurisdictions are enacting laws and regulations in these areas. Two such laws are the California Consumer Privacy Act of 2018, which took effect in 2020, and the California Privacy Rights Act of 2020, which will take effect in 2023. Enactment of new privacy laws or regulations could, among other things, result in additional costs of compliance or litigation. In addition, while we strive to comply with the relevant laws and regulations, any failure to comply could result in regulatory investigations and penalties as well as negative publicity, which could materially adversely affect our business, results of operations, and financial condition.

We are exposed to legal risk and litigation, which could increase our expenses and reduce our profitability.

We are subject to a number of sources of potential legal liability, including, by way of example, investors in the Hennessy Funds, our own shareholders, our employees, or regulators. Lawsuits or investigations that we may become involved in could be very expensive and highly damaging to our reputation, even if the underlying claims are without merit.

Our business is extensively regulated, which increases our costs of doing business, and our failure to comply with regulatory requirements may harm our financial condition.

Our business is subject to extensive regulation in the United States, particularly by the SEC. We are subject to regulation under the Securities Act of 1933, as amended, the Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and various other statutes. The laws to which we are subject are designed primarily to protect investors in the Hennessy Funds as opposed to our shareholders. In addition to an

 

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increased number of applicable laws, the investment fund industry has undergone increased scrutiny by the SEC and state regulators in recent years, resulting in numerous enforcement actions and sweep examinations. Increased regulation has increased our costs in managing the Hennessy Funds, and we could continue to experience higher costs if new laws require us to spend more time, hire additional personnel, or buy new technology to comply effectively. Any change in law could also have a material adverse effect on us by limiting the sources of our revenues and increasing our costs. In addition to securities regulations, our business also may be materially adversely affected by other types of laws and policies.

Any determination of a failure to comply with applicable laws, rules, or regulations could expose us or our employees to civil liability, criminal liability, or disciplinary or enforcement action, with penalties that could include the disgorgement of fees, fines, sanctions, suspensions, or censure of individual employees, or revocation or limitation of business activities or registration, and may result in monetary losses that are not covered by insurance in adequate amounts or at all, any of which could have an adverse impact on our financial condition and results of operations. Further, if we or our employees were to fail to comply with applicable laws, rules, or regulations, or be named as a subject of an investigation or other regulatory action, the public announcement and potential publicity surrounding any such investigation or action could have an adverse effect on our reputation and our stock price and result in increased costs, even if we or our employees were found not to have violated such laws, rules, or regulations.

Changes to U.S. or state tax laws, our failure to adequately comply with U.S. or state tax laws, or the outcome of any audits or regulatory disputes with respect to our compliance with U.S. or state tax laws could adversely affect us.

Changes to U.S. or state tax law could be enacted in the future that could have a material adverse effect on our business, results of operations, and financial condition. Further, we are subject to potential tax audits in various jurisdictions and in such event, tax authorities may disagree with certain positions we have taken and assess penalties or additional taxes. While we assess regularly the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, results of operations, and financial condition.

Our investment advisory agreements require us to adhere to the investment policies and strategies of the Hennessy Funds; any failure to comply with such requirements could result in claims, losses, or regulatory sanctions.

Our investment advisory agreements with the Hennessy Funds contain contractual provisions that require us to comply with the investment policies and strategies of the Hennessy Funds when we provide our investment advisory services. We are also required to comply with numerous investment, asset valuation, distribution, and tax requirements under applicable law and regulations. Any allegation of a failure to adhere to these requirements could result in investor claims, reputational damage, withdrawal of assets, and potential regulatory sanctions, any of which could negatively impact our revenues and earnings. We have implemented procedures and utilize the services of experienced administrators, accountants, and lawyers to assist in satisfying these requirements, but there can be no assurance that these precautions will protect us from potential liabilities.

We may need to raise additional capital to fund new business initiatives, and resources may not be available to us in sufficient amounts or on acceptable terms, which could have an adverse impact on our business.

Our ability to meet our future cash needs is dependent upon our ability to generate cash. Although we have been successful in generating sufficient cash in the past, we may not be successful in the future. We may need to raise additional capital to fund new business initiatives or repay the 2026 Notes, and financing may not be available to us in sufficient amounts, on acceptable terms, or at all. Our ability to access bank financing or capital markets efficiently depends on a number of factors, including the state of credit and equity markets, interest rates, and credit spreads. If we are unable to access sufficient capital on acceptable terms, our business could be adversely impacted.

 

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Failure to establish adequate controls and risk management policies, as well as circumvention of established controls and policies by employees, could harm us by impairing our ability to attract and retain investors in the Hennessy Funds and by subjecting us to significant legal liability, regulatory scrutiny, and reputational harm.

Our reputation is critical to attracting and retaining investors in the Hennessy Funds. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest, or other misconduct by individuals in the financial services industry. We have implemented controls and risk management policies to monitor and manage risks, but we cannot be certain that such controls and policies will successfully identify and manage internal and external risks. Further, although we strive to conduct our business in accordance with the highest ethical standards and emphasize the importance of doing so to our employees, there is a risk that our employees could engage in misconduct that adversely affects our business. For example, if an employee were to engage in, or be accused of engaging in, illegal or suspicious activity (such as improper trading, disclosure of confidential information, or breach of fiduciary duties), we could be subject to regulatory sanctions and suffer serious harm to our reputation, financial position, and ability to maintain and grow the number of investors in the Hennessy Funds.

The historical performance of the Hennessy Funds should not be considered indicative of the future results of the Hennessy Funds or of any returns expected on our common stock.

The historical performance of the Hennessy Funds is relevant to returns on our common stock only insofar as the fees we have earned in the past and may earn in the future, which are based on average assets under management, may impact the performance of our common stock. Positive performance of the Hennessy Funds typically increases our revenues, which in turn could positively affect our business, and poor performance typically reduces our revenues, which in turn could adversely affect our business. However, the historical and potential future returns of the Hennessy Funds are not directly linked to returns on our common stock, such that positive performance of the Hennessy Funds will not necessarily result in positive returns on our common stock and poor performance of the Hennessy Funds will not necessary result in negative returns on our common stock. Moreover, the historical performance of the Hennessy Funds should not be considered indicative of the future results that should be expected from such funds.

RISKS RELATING TO OUR COMMON STOCK

Ownership of a large percentage of our common stock is concentrated with a small number of shareholders, which could increase the volatility in our stock trading and significantly affect our share price and causes us to experience limited trading volume in our securities.

We have a limited number of shareholders, and a large percentage of our common stock is held by an even fewer number of shareholders. If our larger shareholders were to decide to liquidate their ownership positions, it could cause significant fluctuations in the share price of our common stock. Having a limited number of shareholders also causes us to experience limited trading volume in our securities.

We intend to pay regular dividends to our shareholders, but our ability to do so is subject to the discretion of our Board of Directors.

We have consistently paid dividends each year since 2005, but the declaration, amount, and payment of dividends to our shareholders by us are subject to the discretion of our Board of Directors. Our Board of Directors takes into account general economic and business conditions, our strategic plans, our financial results and condition, any contractual, legal, and regulatory restrictions on our payment of dividends, and such other factors as our Board of Directors deems relevant to determining whether to declare dividends and the amount of such dividends.

 

ITEM 2.

PROPERTIES.

Our principal executive office is located at 7250 Redwood Boulevard, Suite 200, Novato, California 94945, where we occupy approximately 13,728 square feet and have the right to use all common areas. We also lease office space in Austin, Texas, Dallas, Texas, Boston, Massachusetts, and Chapel Hill, North Carolina. We consider these arrangements to be suitable and adequate for the management and operations of our business. We do not own any real property.

 

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ITEM 3.

LEGAL PROCEEDINGS.

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Until October 18, 2021, our common stock traded on The Nasdaq Capital Market under the stock symbol “HNNA.” On October 19, 2021, our common stock moved to and began trading on The Nasdaq Global Market, where it continues to trade under the stock symbol “HNNA.”

We have paid regular cash dividends to our shareholders and intend to continue to do so, although the declaration of a dividend is always subject to the discretion of our Board of Directors.

As of the end of fiscal year 2022, we had 127 holders of record of our common stock. In addition, there were 47 brokerage firm accounts that represent 2,055 additional individual shareholders for a total of 2,182 shareholders.

The equity compensation plan information required by Item 201(d) of Regulation S-K is set forth in the “Equity Compensation Plan Information” subheading under Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During fiscal year 2022, we repurchased shares underlying vested restricted stock units (“RSUs”) from employees to satisfy tax withholding obligations arising in connection with the vesting of RSUs. The stock repurchases are presented in the following table for the three months ended September 30, 2022:

 

Period                                        

   Total Number of
Shares Purchased
     Average Price Paid
per Share
     Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
     Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or Programs (1)
 

July 1-31, 2022

     —        $ —          —          596,368  

August 1-31, 2022 (2)

     8,731        9.93        —          1,096,368  

September 1-30, 2022 (2)

     25,529        9.15        —          1,096,368  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     34,260      $ 9.35        —          1,096,368  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

We are authorized to purchase a maximum of 2,000,000 shares under our stock buyback program. We announced the stock buyback program in August 2010, and the program has no expiration date. In August 2022, the Board of Directors increased the number of shares that may be repurchased under the stock buyback program by 500,000 shares, to a total of 2,000,000 shares. We did not repurchase any shares pursuant to the stock buyback program during the three months ended September 30, 2022.

(2)

The shares that we repurchased in August and September 2022 are not subject to a maximum per plan or program because we did not repurchase them pursuant to a plan or program.

 

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the securities laws, for which we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as “expect,” “anticipate,” “intend,” “may,” “plan,” “will,” “should,” “could,” “would,” “assume,” “believe,” “estimate,” “predict,” “potential,” “project,” “continue,” “seek,” and similar expressions, as well as statements in the future tense. We have based these forward-looking statements on our current expectations and projections about future events, based on information currently available to us. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at which, or means by which, such performance or results will be achieved.

Forward-looking statements are subject to risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Unforeseen developments could cause actual performance or results to differ substantially from those expressed in or suggested by the forward-looking statements. Management does not assume responsibility for the accuracy or completeness of these forward-looking statements. There is no regulation requiring an update of any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations.

Our business activities are affected by many factors, including, without limitation, redemptions by investors in the Hennessy Funds, taxes, general economic and business conditions, interest rate movements, inflation, the personal savings rate, competitive conditions, industry regulation, and fluctuations in the stock market, many of which are beyond the control of our management. Further, the business and regulatory environments in which we operate remain complex, uncertain, and subject to change. We expect that regulatory requirements and developments will cause us to incur additional administrative and compliance costs. Notwithstanding the variability in our economic and regulatory environments, we remain focused on the investment performance of the Hennessy Funds and on providing high-quality customer service to investors.

Our business strategy centers on (i) the identification, completion, and integration of future acquisitions and (ii) organic growth, through both the retention of the fund assets we currently manage and the generation of inflows into the funds we manage. The success of our business strategy may be influenced by the factors discussed in Item 1A, “Risk Factors.” All statements regarding our business strategy, as well as statements regarding market trends and risks and assumptions about changes in the marketplace, are forward-looking by their nature.

OVERVIEW

Our primary business activity is providing investment advisory services to a family of open-end mutual funds branded as the Hennessy Funds. We manage 12 of the 16 Hennessy Funds internally. For the remaining four funds, we have delegated the day-to-day portfolio management responsibilities to sub-advisors, subject to our oversight. We oversee the selection and continued employment of each sub-advisor, review each fund’s investment performance, and monitor each sub-advisor’s adherence to each applicable fund’s investment objectives, policies, and restrictions. In addition, we conduct ongoing reviews of the compliance programs of sub-advisors and make onsite visits to sub-advisors, as feasible. Our secondary business activity is providing shareholder services to investors in the Hennessy Funds.

Prior to January 31, 2022, the day-to-day management of two Hennessy Funds, the Hennessy Energy Transition Fund and the Hennessy Midstream Fund, was performed by a sub-advisor, BP Capital Fund Services, LLC. Effective as of that date, we mutually agreed with BP Capital Fund Services, LLC to terminate the sub-advisory agreement for those funds.

We derive our operating revenues from investment advisory fees and shareholder service fees paid to us by the Hennessy Funds. These fees are calculated as a percentage of the average daily net assets of each Hennessy Fund. The percentage amount of the investment advisory fees varies by fund. The percentage amount of the shareholder service fees is consistent across all funds, but shareholder service fees are charged on Investor Class shares only. The dollar amount of the fees we receive fluctuates with changes in the average net asset value of each Hennessy Fund, which is affected by each fund’s investment performance, purchases and redemptions of shares, general market conditions, and the success of our marketing, sales, and public relations efforts.

 

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U.S. equities had negative performance for the one-year period ended September 30, 2022, with the S&P 500® Index returning -15.47% and the Dow Jones Industrial Average returning -13.40% for the period (on a total return basis). Equity prices dropped sharply during the period as investors have turned their attention to rising interest rates amid continuing inflationary concerns. Recent interest rate hikes by the Federal Reserve and the expectation of further rate hikes have contributed to weakness in equities. Despite weakness in economic growth, the Federal Reserve has indicated that it will likely raise rates at upcoming meetings in an attempt to tame inflation. According to Bloomberg, the Consumer Price Index is expected to increase 8.0% in 2022, while real GDP is expected to advance 1.6%. While lower economic growth expectations would typically lead to talk of an easing interest rate environment, a strong labor market and volatile energy prices have contributed to stubbornly high and above average inflation levels. The Federal Reserve has indicated a resolve to do what it takes to bring inflation down, regardless of economic growth conditions.

Long-term U.S. bonds declined meaningfully during the one-year period ended September 30, 2022, as the Federal Reserve tapered its bond-buying activity and continued to raise the Federal Funds rate. With a yield curve that is currently inverted, investor attention has focused on economic growth projections that continue to be revised downward. While the unemployment rate in the United States stood at an incredibly low 3.5% as of September 2022, economic growth expectations continue to trend lower. According to Bloomberg, consensus estimates for real GDP growth for 2022 are 1.6% and for 2023 are 0.7%. The sharp decline in equities, coupled with recent weakness in the residential real estate market, likely portends some softening in consumer spending in the months to come. For the one-year period ended September 30, 2022, 10-year U.S. Government Bond yields rose from 1.49% to 3.83%.

The Japanese equity market declined 28.41% (in U.S. dollar terms) for the one-year period ended September 30, 2022, as measured by the Tokyo Stock Price Index. Like many other markets, Japan has experienced elevated levels of inflation coupled with restrained trade with key trading partners. China’s zero-COVID strategy has hampered growth in the country and adversely affected Japanese economic growth. Japanese Yen weakness versus the U.S. Dollar contributed to weak absolute dollar returns as the Tokyo Stock Price Index was only down 7.29% in local currency terms.

Against this negative equity performance backdrop, only three of the 16 Hennessy Funds posted positive returns for the one-year period ended September 30, 2022. The longer-term performance numbers remain strong, with 13 of the Hennessy Funds posting positive returns for the five-year period ended September 30, 2022, and all 14 Hennessy Funds with at least 10 years of operating history posting positive returns for the 10-year period ended September 30, 2022.

As always, we are committed to providing superior service to investors and employing a consistent and disciplined approach to investing based on a buy-and-hold philosophy that rejects the idea of market timing. Our goal is to provide products that investors can have confidence in, knowing their money is invested as promised and with their best interests in mind. Accordingly, we continually seek new and improved ways to support investors in the Hennessy Funds, including by providing market insights, sector highlights, and other resources to help them manage their fund investments with confidence. We operate a robust and leading-edge marketing automation and customer relationship management (CRM) system, with a database of over 100,000 financial advisors in addition to retail investors. We utilize this technology both to help retain assets and drive new purchases into the Hennessy Funds. We employ a comprehensive marketing and sales program consisting of content, digital, social media, and traditional marketing initiatives and proactive meetings. In addition, our consistent annual public relations campaign has resulted in the Hennessy brand name appearing on TV, radio, print, or online media on average once every two to three days.

We provide service to over 145,000 fund accounts nationwide, including accounts held by investors who employ financial advisors to assist them with investing as well as accounts held by retail investors who invest directly with us. We serve approximately 12,600 financial advisors who utilize the Hennessy Funds on behalf of their clients, including nearly 800 who purchased one of our Funds for the first time during fiscal year 2022. Approximately 17% of such advisors own two or more Hennessy Funds, and nearly 400 advisors hold a position of over $500,000. While numbers have declined in recent years, we continue to focus significant efforts on financial advisors who own two or more Hennessy Funds or hold a position of over $500,000 in an effort to build and maintain brand loyalty among our top tier of advisors.

 

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Total assets under management as of the end of fiscal year 2022 was $2.9 billion, a decrease of $1.2 billion, or 28.8%, compared to the end of fiscal year 2021. The decrease was attributable to net outflows of the Hennessy Funds and market depreciation.

The following table illustrates the changes in our assets under management over the past three fiscal years:

 

     Fiscal Years Ended September 30,  
     2022      2021      2020  
             
     (In thousands)  

Beginning assets under management

   $ 4,065,922      $ 3,564,597      $ 4,873,839  

Acquisition inflows

     —          —          —    

Organic inflows

     656,491        818,358        571,195  

Redemptions

     (1,147,888      (1,345,371      (1,771,127

Market (depreciation) appreciation

     (678,808      1,028,338        (109,310
  

 

 

    

 

 

    

 

 

 

Ending assets under management

   $ 2,895,717      $ 4,065,922      $ 3,564,597  
  

 

 

    

 

 

    

 

 

 

As stated above, the fees we receive for providing investment advisory and shareholder services are based on average assets under management. The following table shows average assets under management by share class over the past three fiscal years:

 

     Fiscal Years Ended September 30,  
     2022      2021      2020  
             
     (In thousands)  

Average assets under management - Investor Class

   $ 2,199,250      $ 2,394,194      $ 2,556,875  

Average assets under management - Institutional Class

     1,445,112        1,595,106        1,541,529  
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,644,362      $ 3,989,300      $ 4,098,404  
  

 

 

    

 

 

    

 

 

 

The principal asset on our balance sheet, management contracts, represents the capitalized costs incurred in connection with the purchase of the assets related to the management of investment funds. As of the end of fiscal year 2022, this asset had a net balance of $80.9 million, an increase of $0.3 since the end of fiscal year 2021. The increase is related to costs associated with the definitive agreement signed with Stance Capital in August 2022. (See Note 16 in Item 8, “Financial Statements and Supplementary Data.”)

On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes mature on December 31, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2023. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of our future unsecured unsubordinated indebtedness, senior to any of our future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of our existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any future subsidiaries of ours. The 2026 Notes are the principal liability on our balance sheet at $38.9 million, net of issuance costs.

 

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RESULTS OF OPERATIONS

The following table sets forth items in the statements of income as dollar amounts and as percentages of total revenue:

 

     Fiscal Years Ended September 30,  
     2022     2021  
     Amounts      Percent of
Total Revenue
    Amounts      Percent of
Total Revenue
 
                 
     (In thousands, except percentages)  

Revenue

          

Investment advisory fees

   $ 27,468        92.6   $ 30,367        92.7

Shareholder service fees

     2,199        7.4       2,393        7.3  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

     29,667        100.0       32,760        100.0  
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating expenses

          

Compensation and benefits

     8,322        28.0       9,078        27.7  

General and administrative

     5,036        17.0       4,754        14.5  

Mutual fund distribution

     536        1.8       485        1.5  

Sub-advisory fees

     5,727        19.3       7,332        22.4  

Depreciation

     207        0.7       232        0.7  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total operating expenses

     19,828        66.8       21,881        66.8  
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating income

     9,839        33.2       10,879        33.2  

Interest expense

     2,122        7.2       —          —    

Other income

     (229      (0.8     (2      (0.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Income before income tax expense

     7,946        26.8       10,881        33.2  

Income tax expense

     1,756        5.9       2,979        9.1  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income

   $ 6,190        20.9   $ 7,902        24.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Revenue – Investment Advisory Fees and Shareholder Service Fees

Total revenue comprises investment advisory fees and shareholder service fees. Comparing fiscal year 2022 to fiscal year 2021, total revenue decreased by 9.4%, from $32.8 million to $29.7 million, investment advisory fees decreased by 9.5%, from $30.4 million to $27.5 million, and shareholder service fees decreased by 8.1%, from $2.4 million to $2.2 million.

The decrease in investment advisory fees was due to decreased average daily net assets of the Hennessy Funds. The decrease in shareholder service fees was due to a decrease in the average daily net assets held in Investor Class shares of the Hennessy Funds. Assets held in Investor Class shares of the Hennessy Funds are subject to a shareholder service fee, whereas assets held in Institutional Class shares of the Hennessy Funds are not subject to a shareholder service fee.

We collect investment advisory fees from each Hennessy Fund at differing annual rates. These annual rates range between 0.40% and 1.25% of average daily net assets. Average daily net assets of the Hennessy Funds for fiscal year 2022 was $3.6 billion, which represents a decrease of $0.3 billion, or 8.6%, compared to fiscal year 2021. The Hennessy Fund with the largest average daily net assets for fiscal year 2022 was the Hennessy Focus Fund, with $1.0 billion. We collect an investment advisory fee from the Hennessy Focus Fund at an annual rate of 0.90% of average daily net assets. However, we pay a sub-advisory fee at an annual rate of 0.29% to the fund’s sub-advisor, which reduces the net operating profit contribution of the fund to our financial operations. The Hennessy Fund with the second largest average daily net assets for fiscal year 2022 was the Hennessy Japan Fund, with $583 million. We collect an investment advisory fee from the Hennessy Japan Fund at an annual rate of 0.80% of average daily net assets. However, we pay a sub-advisory fee at an annual rate in the range of 0.35% to 0.42% (depending on asset level) to the fund’s sub-advisor, which reduces the net operating profit contribution of the fund to our financial operations.

 

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Total assets under management as of the end of fiscal year 2022 was $2.9 billion, a decrease of $1.2 billion, or 28.8%, compared to the end of fiscal year 2021. The decrease was attributable to net outflows of the Hennessy Funds and market depreciation.

The Hennessy Funds with the three largest amounts of net inflows were as follows:

 

Fiscal Year Ended September 30, 2022

 

Fund Name                                                    

   Amount  

Hennessy Cornerstone Value Fund

   $ 12 million  

Hennessy Japan Small Cap Fund

   $ 2 million  

Hennessy Cornerstone Growth Fund

   $ 2 million  

The Hennessy Funds with the three largest amounts of net outflows were as follows:

 

Fiscal Year Ended September 30, 2022

 

Fund Name                                                                

   Amount  

Hennessy Japan Fund

   $ (222) million  

Hennessy Focus Fund

   $ (181) million  

Hennessy Cornerstone Mid Cap 30 Fund

   $ (31) million  

Redemptions as a percentage of assets under management decreased from an average of 2.8% per month during fiscal year 2021 to an average of 2.6% per month during fiscal year 2022.

Operating Expenses

Comparing fiscal year 2021 to fiscal year 2022, total operating expenses decreased by 9.4%, from $21.9 million to $19.8 million. The decrease in operating expenses was primarily due to decreases in sub-advisory fee and compensation and benefits expenses, partially offset by increases in general and administrative expense and mutual fund distribution expense. As a percentage of total revenue, total operating expenses remained flat at 66.8%.

Compensation and Benefits Expense: Comparing fiscal year 2021 to fiscal year 2022, compensation and benefits expense decreased by 8.3%, from $9.1 million to $8.3 million. As a percentage of total revenue, compensation and benefits expense increased 0.3 percentage points to 28.0%. The decrease in dollar value of compensation and benefits expense was due primarily to a decrease in head count and incentive-based compensation during fiscal year 2022.

General and Administrative Expense: Comparing fiscal year 2021 to fiscal year 2022, general and administrative expense increased by 5.9%, from $4.8 million to $5.0 million. As a percentage of total revenue, general and administrative expense increased 2.5 percentage points to 17.0%. The increase in general and administrative expense was due to an increase in overall business travel, including conference and other industry event attendance, as we trend towards pre-pandemic travel levels.

Mutual Fund Distribution Expense: Mutual fund distribution expense consists of fees paid to various third-party financial intermediaries that offer the Hennessy Funds as potential investments to their clients. When the Hennessy Funds are purchased through one of these financial intermediaries, the intermediary typically charges an asset-based fee, which is recorded as mutual fund distribution expense on our statement of operations to the extent paid by us. When the Hennessy Funds are purchased directly, we do not incur any such expense. These fees generally increase or decrease in line with the net assets of the Hennessy Funds held through these financial intermediaries, which are affected by inflows, outflows, and fund performance. In addition, some financial intermediaries charge a minimum fee if the average daily net assets of a Hennessy Fund held by such an intermediary are less than a threshold amount. In such cases, we pay the minimum fee.

Comparing fiscal year 2021 to fiscal year 2022, mutual fund distribution expense increased by 10.5%, from $0.49 million to $0.54 million. As a percentage of total revenue, mutual fund distribution expense increased 0.3 percentage points to 1.8%.

 

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Mutual fund distribution expenses are affected by many factors, including the following:

 

   

average daily net assets held by financial intermediaries;

 

   

the split of average daily net assets held by financial intermediaries in Institutional Class shares of the Hennessy Funds versus Investor Class shares of the Hennessy Funds; and

 

   

fee minimums at various financial intermediaries.

Sub-Advisory Fees Expense: Comparing fiscal year 2021 to fiscal year 2022, sub-advisory fees expense decreased by 21.9%, from $7.3 million to $5.7 million. As a percentage of total revenue, sub-advisory fees expense decreased 3.1 percentage point to 19.3%. The decrease in sub-advisory fees was due to a decrease in average daily net assets of the sub-advised Hennessy Funds, with an additional decrease as a result of us no longer paying sub-advisory fees with respect to the Hennessy Energy Transition Fund and the Hennessy Midstream Fund after January 31, 2022.

Depreciation Expense: Comparing fiscal year 2021 to fiscal year 2022, depreciation expense decreased by 10.8% from $0.23 million to $0.21 million due to fewer fixed asset purchases. As a percentage of total revenue, depreciation expense remained flat at 0.7%.

Interest Expense

Comparing fiscal year 2021 to fiscal year 2022, interest expense increased from $0 to $2.1 million. The increase in interest expense was due to our issuance of the 2026 Notes on October 20, 2021, for which we make interest payments quarterly, with the first interest payment made on December 31, 2021.

Income Tax Expense

Comparing fiscal year 2021 to fiscal year 2022, income tax expense decreased by 41.1%, from $3.0 million to $1.8 million. The decrease in income tax expense was due primarily to lower net operating income in the current period and secondarily to a lower effective income tax rate as discussed in Item 8, “Financial Statements and Supplementary Data.”

Net Income

Comparing fiscal year 2021 to fiscal year 2022, net income decreased by 21.7%, from $7.9 million to $6.2 million. The decrease in net income was primarily due to the interest expense related to the 2026 Notes in the current period.

LIQUIDITY AND CAPITAL RESOURCES

We continually review our capital requirements to ensure that we have funding available to support our business model. Management anticipates that cash and other liquid assets on hand as of the end of fiscal year 2022 will be sufficient to meet our capital requirements for one year from the issuance date of this report, as well as our longer-term capital requirements for periods beyond one year from the issuance date of this report. To the extent that liquid resources and cash provided by operations are not adequate to meet long-term capital requirements, management plans to raise additional capital by either, or both, seeking bank financing or accessing the capital markets. There can be no assurance that we will be able to raise additional capital.

On October 20, 2021, we completed a public offering of our 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes mature on December 31, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2023. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of our future unsecured unsubordinated indebtedness, senior to any of our future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of our existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any future subsidiaries of ours.

 

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Our total assets under management as of the end of fiscal year 2022 was $2.9 billion, a decrease of $1.2 billion, or 28.8%, compared to the end of fiscal year 2021. The primary sources of our revenues, liquidity, and cash flow are our investment advisory fees and shareholder service fees, which are based on, and generated by, our average assets under management. Our average assets under management for fiscal year 2022 was $3.6 billion. As of the end of fiscal year 2022, we had cash and cash equivalents of $58.5 million.

The following table summarizes key financial data relating to our liquidity and use of cash:

 

     Fiscal Years Ended
September 30,
 
     2022      2021  
         
     (In thousands)  

Net cash provided by operating activities

   $ 8,665      $ 10,386  

Net cash used in investing activities

     (231      (249

Net cash provided by (used) in financing activities

     34,217        (4,256
  

 

 

    

 

 

 

Net increase in cash and cash equivalents

   $ 42,651      $ 5,881  
  

 

 

    

 

 

 

The decrease in cash provided by operating activities of $1.7 million was mainly due to the interest expense related to the 2026 Notes in the current period.

The cash used in investing activities of $0.2 million remained the same in both periods.

The increase in cash provided by financing activities of $38.5 million was due to the issuance of the 2026 Notes on October 20, 2021.

Dividend Payments. We have consistently paid dividends each year since 2005. Our quarterly dividend rate remained constant during fiscal years 2022 and 2021, and our dividend payments totaled $4.1 and $4.0 million in each such fiscal year, respectively.

2026 Notes. On October 20, 2021, we completed a public offering of our 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes mature on December 31, 2026.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These accounting policies, methods, and estimates are an integral part of the financial statements prepared by management and are based upon management’s current judgments. Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods, and estimates are particularly sensitive because of their significance to the financial statements and because future events affecting them may differ markedly from management’s current judgment. Described below are the accounting policies that we believe are most critical to understanding our results of operations and financial position.

Our operating revenues consist of contractual investment advisory and shareholder service fees. We earn our investment advisory fees through portfolio management of the Hennessy Funds, and we earn our shareholder service fees by assisting investors in purchases, sales, distribution, and customer service. These fee revenues are earned and calculated daily by the Hennessy Funds’ accountants. In accordance with Financial Accounting Standards Board (“FASB”) guidance on revenue recognition, we recognize fee revenues monthly. Our contractual agreements provide persuasive evidence that an arrangement exists with fixed and determinable fees, and the services are rendered daily. The collectability is probable as the fees are received from the Hennessy Funds in the month subsequent to the month in which the services are provided.

 

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The management contracts we have purchased are considered intangible assets with an indefinite life and we account for them in accordance with Accounting Standards Codification 350: Intangibles – Goodwill and Other (“ASC 350”). Pursuant to ASC 350, an entity first assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform a quantitative impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If an entity determines that it is more likely than not that an indefinite-lived intangible asset is impaired, then it must conduct an impairment analysis. We were able to forego the annual impairment analysis for fiscal year 2022 as the more-likely-than-not threshold was not met as of the end of fiscal year 2022.

The costs related to our purchase of the assets related to the management of investment funds are capitalized as incurred. The costs are defined as an intangible asset per the FASB standard “Intangibles – Goodwill and Other.” The acquisition costs include legal fees, fees for soliciting shareholder approval, and a percent of asset costs to purchase the management contracts. The amounts are included in the management contracts asset, totaling $80.9 million as of the end of fiscal year 2022.

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

We reviewed accounting pronouncements issued between November 24, 2021, the filing date of our most recent previously filed Annual Report on Form 10-K, and December 7, 2022, the filing date of this Annual Report on Form 10-K, and have determined that no accounting pronouncement issued would have a material impact on our financial position, results of operations, or disclosures.

There have been no other significant changes to our critical accounting policies and estimates during fiscal year 2022.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements:
 
     39  
     41  
     42  
     43  
     44  
     45  
 
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
of Hennessy Advisors, Inc.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Hennessy Advisors, Inc. (the “Company”) as of September 30, 2022 and 2021, the related statements of income, changes in stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
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 Public Company Accounting Oversight Board (United States) (“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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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 Matters
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 critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the account or disclosures to which it relates.
Valuation of Management Contract Asset – Impairment Consideration
As described in Note 1(f) to the financial statements, the Company has historically capitalized the cost of purchasing management contracts as intangible assets. These intangible assets are considered to have indefinite useful lives and are therefore not amortized, but rather tested at least annually for impairment. As part of this annual test, management (i) evaluates whether events and circumstances indicate that it is more likely than not that impairment exists, and/or (ii) estimates the fair value of such intangible assets and compares it to the cost of the assets to determine whether impairment has occurred. Management’s estimate of the fair value of management contract assets involves subjective assumptions that include stock market returns and weighted average cost of capital.
 
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We have determined that the valuation of management contract assets constitutes a critical audit matter for the following reasons: (i) it is a matter that should be communicated to the audit committee, since it involves a significant management estimate; (ii) it involves a material account balance; and (iii) it involves especially subjective auditor judgment.
We have addressed this critical audit matter by performing appropriate audit procedures. These procedures included (i) assessing management’s evaluation of whether events or circumstances indicate that it is more likely than not that impairment exists; (ii) evaluating the reasonableness of management’s fair value estimate assumptions; and (iii) testing the mathematical accuracy of management’s valuation model. Professionals with specialized skills and knowledge were used to assist in evaluating of the measurement of the Company’s estimated fair value of the management contract assets.
 
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2004.
Costa Mesa, CA
December 7, 2022
 
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Hennessy Advisors, Inc.
Balance Sheets
(In thousands, except share and per share amounts)
 
 
  
September 30,
 
 
  
2022
 
  
2021
 
Assets
  
  
Current assets
  
  
Cash and cash equivalents
   $ 58,487      $ 15,836  
Investments in marketable securities, at fair value
     9        10  
Investment fee income receivable
     2,051        2,795  
Prepaid expenses
     853        788  
Other accounts receivable
     257        277  
    
 
 
    
 
 
 
Total current assets
     61,657        19,706  
    
 
 
    
 
 
 
Property and equipment, net of accumulated depreciation of $2,057 and $1,850, respectively
     320        311  
Operating lease
right-of-use
asset
     651        1,010  
Management contracts
     80,868        80,643  
Other assets
     156        235  
    
 
 
    
 
 
 
Total assets
   $ 143,652      $ 101,905  
    
 
 
    
 
 
 
Liabilities and Stockholders’ Equity
                 
Current liabilities
                 
Accrued liabilities and accounts payable
   $ 3,320      $ 4,151  
Accrued management contract payment

 
 
210

 
 
 

 
Operating lease liability
     367        359  
Income taxes payable
     820        1,050  
    
 
 
    
 
 
 
Total current liabilities
     4,717        5,560  
    
 
 
    
 
 
 
Notes payable, net of issuance costs
     38,870        —    
Long-term operating lease liability
     279        646  
Net deferred income tax liability
     13,488        12,437  
    
 
 
    
 
 
 
Total liabilities
     57,354        18,643  
    
 
 
    
 
 
 
Commitments and contingencies (Note 9)
                 
Stockholders’ equity
                 
Common stock, no par value, 22,500,000 shares authorized; 7,571,741 shares issued and outstanding as of September 30, 2022, and 7,469,584 as of September 30, 2021
     20,951        19,964  
Retained earnings
     65,347        63,298  
    
 
 
    
 
 
 
Total stockholders’ equity
     86,298        83,262  
    
 
 
    
 
 
 
Total liabilities and stockholders’ equity
   $ 143,652      $ 101,905  

 
 
 
 
 
 
 
 
See Accompanying Notes to Financial Statements
 
4
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Hennessy Advisors, Inc.
Statements of Income
(In thousands, except share and per share amounts)
 
    
Fiscal Years Ended September 30,
 
    
2022
   
2021
 
Revenue
                
Investment advisory fees
   $ 27,468     $ 30,367  
Shareholder service fees
     2,199       2,393  
    
 
 
   
 
 
 
Total revenue
     29,667       32,760  
    
 
 
   
 
 
 
Operating expenses
                
Compensation and benefits
     8,322       9,078  
General and administrative
     5,036       4,754  
Mutual fund distribution
     536       485  
Sub-advisory
fees
     5,727       7,332  
Depreciation
     207       232  
    
 
 
   
 
 
 
Total operating expenses
     19,828       21,881  
    
 
 
   
 
 
 
Net operating income
     9,839       10,879  
Interest expense
     2,122       —    
Other income
     (229     (2
    
 
 
   
 
 
 
Income before income tax expense
     7,946       10,881  
Income tax expense
     1,756       2,979  
    
 
 
   
 
 
 
Net income
   $ 6,190     $ 7,902  
    
 
 
   
 
 
 
Earnings per share
                
Basic
   $ 0.83     $ 1.07  
    
 
 
   
 
 
 
Diluted
   $ 0.82     $ 1.07  
    
 
 
   
 
 
 
Weighted average shares outstanding
                
Basic
     7,483,342       7,367,948  
    
 
 
   
 
 
 
Diluted
     7,558,008       7,409,112  
    
 
 
   
 
 
 
Cash dividends declared per share
   $ 0.55     $ 0.55  
    
 
 
   
 
 
 
See Accompanying Notes to Financial Statements
 
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Hennessy Advisors, Inc.
Statements of Changes in Stockholders’ Equity
(In thousands, except share data)
 
 
  
Common Stock
 
 
Retained
 
 
Total
Stockholders’
 
 
  
Shares
 
 
Amount
 
 
Earnings
 
 
Equity
 
Balance at September 30, 2020
     7,356,822     $ 18,705     $ 59,473     $ 78,178  
Net income
     —         —         7,902       7,902  
Dividends paid
     —         —         (4,049     (4,049
Employee and director restricted stock vested
     132,588       —         —         —    
Repurchase of vested employee restricted stock for tax withholding
     (32,492     (294     (28     (322
Shares issued for auto-investments pursuant to the 2018 Dividend Reinvestment and Stock Purchase Plan
     958       9       —         9  
Shares issued for dividend reinvestment pursuant to the 2018 Dividend Reinvestment and Stock Purchase Plan
     2,165       19       —         19  
Shares issued for auto-investments pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan
     3,219       29       —         29  
Shares issued for dividend reinvestment pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan
     6,324       58       —         58  
Stock-based compensation
     —         1,438       —         1,438  
    
 
 
   
 
 
   
 
 
   
 
 
 
Balance at September 30, 2021
     7,469,584     $ 19,964     $ 63,298     $ 83,262  
    
 
 
   
 
 
   
 
 
   
 
 
 
Net income
     —         —         6,190       6,190  
Dividends paid
     —         —         (4,113     (4,113
Employee and director restricted stock vested
     132,263       —         —         —    
Repurchase of vested employee restricted stock for tax withholding
     (37,718     (328     (28     (356
Shares issued for auto-investments pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan
     471       5       —         5  
Shares issued for dividend reinvestment pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan
     7,141       74       —         74  
Stock-based compensation
     —         1,252       —         1,252  
Employee restricted stock forfeiture
     —         (16     —         (16
    
 
 
   
 
 
   
 
 
   
 
 
 
Balance at September 30, 2022
     7,571,741     $ 20,951     $ 65,347     $ 86,298  
    
 
 
   
 
 
   
 
 
   
 
 
 
See Accompanying Notes to Financial Statements
 
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Hennessy Advisors, Inc.
Statements of Cash Flows
(In thousands)
 
 
  
Fiscal Years Ended September 30,
 
 
  
2022
 
 
2021
 
Cash flows from operating activities
  
 
Net income
   $ 6,190     $ 7,902  
Adjustments to reconcile net income to net cash provided by operating activities
 
       
Depreciation
     207       232  
Change in
right-of-use
asset and operating lease liability
     —         (59
Amortization of note issuance costs
     263       —    
Deferred income taxes
     1,051       921  
Deferred offering costs
     —         (11
Employee restricted stock forfeiture
     (16     —    
Stock-based compensation
     1,252       1,438  
Unrealized loss (gain) on marketable securities
     1       (1
Change in operating assets and liabilities:
                
Investment fee income receivable
     744       (392
Prepaid expenses
     (65     (151
Other accounts receivable
     20       101  
Other assets
     79       (33
Accrued liabilities and accounts payable
     (831     338  
Income taxes payable
     (230     101  
    
 
 
   
 
 
 
Net cash provided by operating activities
     8,665       10,386  
    
 
 
   
 
 
 
Cash flows from investing activities
                
Purchases of property and equipment
     (216     (249
Payments related to management contracts
     (15     —    
    
 
 
   
 
 
 
Net cash used in investing activities
     (231     (249
    
 
 
   
 
 
 
Cash flows from financing activities
                
Proceeds from issuance of notes, net of underwriting discount
     39,042       —    
Payment of issuance costs on notes
     (435     —    
Repurchase of vested employee restricted stock for tax withholding
     (356     (322
Proceeds from shares issued pursuant to the 2018 Dividend Reinvestment and Stock Repurchase Plan
     —         9  
Proceeds from shares issued pursuant to the 2021 Dividend Reinvestment and Stock Repurchase Plan
     5       29  
Dividend payments
     (4,039     (3,972
    
 
 
   
 
 
 
Net cash provided by (used in) financing activities
     34,217       (4,256
    
 
 
   
 
 
 
Net increase in cash and cash equivalents
     42,651       5,881  
Cash and cash equivalents at the beginning of the period
     15,836       9,955  
    
 
 
   
 
 
 
Cash and cash equivalents at the end of the period
   $ 58,487     $ 15,836  
    
 
 
   
 
 
 
Supplemental disclosures of cash flow information
                
Cash paid for income taxes
   $ 938     $ 1,957  
Cash paid for interest
   $ 1,859     $ —    
Dividend investment issued in shares
   $ 74     $ 77  
Non-cash payment related to management contract (Note 17)

 
$
210

 
 
$

 
See Accompanying Notes to Financial Statements
 
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Notes to Financial Statements
 
(1)
Organization and Description of Business and Significant Accounting Policies
 
  (a)
Organization and Description of Business
Hennessy Advisors, Inc. (the “Company”) was founded on February 1, 1989, as a California corporation under the name Edward J. Hennessy, Incorporated. In 1990, the Company became a registered investment advisor, and on April 15, 2001, the Company changed its name to Hennessy Advisors, Inc.
The Company’s operating activities consist primarily of providing investment advisory services to 16
open-end
mutual funds branded as the Hennessy Funds. The Company serves as the investment advisor to all classes of the Hennessy Cornerstone Growth Fund, the Hennessy Focus Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Equity and Income Fund, the Hennessy Balanced Fund, the Hennessy Energy Transition Fund, the Hennessy Midstream Fund, the Hennessy Gas Utility Fund, the Hennessy Japan Fund, the Hennessy Japan Small Cap Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund. The Company also provides shareholder services to investors in the Hennessy Funds.
The Company’s operating revenues consist of contractual investment advisory and shareholder service fees paid to it by the Hennessy Funds. The Company earns investment advisory fees from each Hennessy Fund by, among other things:
 
   
acting as portfolio manager for the fund or overseeing the
sub-advisor
acting as portfolio manager for the fund, which includes managing the composition of the fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the fund’s investment objectives, policies, and restrictions), seeking best execution for the fund’s portfolio, managing the use of soft dollars for the fund, and managing proxy voting for the fund;
 
   
performing a daily reconciliation of portfolio positions and cash for the fund;
 
   
monitoring the liquidity of the fund;
 
   
monitoring the fund’s compliance with its investment objectives and restrictions and federal securities laws;
 
   
maintaining a compliance program (including a code of ethics), conducting ongoing reviews of the compliance programs of the fund’s service providers (including any
sub-advisor),
including their codes of ethics, as appropriate, conducting
on-site
visits to the fund’s service providers (including any
sub-advisor)
as feasible, monitoring incidents of abusive trading practices, reviewing fund expense accruals, payments, and fixed expense ratios, evaluating insurance providers for fidelity bond, directors and officers and errors and omissions insurance, and cybersecurity insurance coverage, managing regulatory examination compliance and responses, conducting employee compliance training, reviewing reports provided by service providers, and maintaining books and records;
 
   
if applicable, overseeing the selection and continued employment of the fund’s
sub-advisor,
reviewing the fund’s investment performance, and monitoring the
sub-advisor’s
adherence to the fund’s investment objectives, policies, and restrictions;
 
   
overseeing service providers that provide accounting, administration, distribution, transfer agency, custodial,
sales
, marketing, public relations, audit, information technology, and legal services to the fund;
 
   
maintaining
in-house
marketing and distribution departments on behalf of the fund;
 
45



   
preparing or directing the preparation of all regulatory filings for the fund, including writing and annually updating the fund’s prospectus and related documents;
 
   
for each annual report of the fund, preparing or reviewing a written summary of the fund’s performance during the most recent
12-month
period;
 
   
monitoring and overseeing the accessibility of the fund on
third-party
financial intermediary platforms;
 
   
paying the incentive compensation of the fund’s compliance officer and employing other staff such as legal, marketing, national accounts, distribution, sales, administrative, and trading oversight personnel, as well as management executives;
 
   
providing a quarterly compliance certification to the Board of Trustees of Hennessy Funds Trust (the “Funds’ Board of Trustees”); and
 
   
preparing or reviewing materials for the Funds’ Board of Trustees, presenting to or leading discussions with the Funds’ Board of Trustees, preparing or reviewing all meeting minutes, and arranging for training and education of the Funds’ Board of Trustees.
The Company earns shareholder service fees from Investor Class shares of the Hennessy Funds by, among other things, maintaining a
toll-free
number that the current investors in the Hennessy Funds may call to ask questions about their accounts or the funds or to get help with processing exchange and redemption requests or changing account options. These fee revenues are earned and calculated daily by the Hennessy Funds’ accountants at U.S. Bank Global Fund Services and are subsequently reviewed by management. The fees are computed and billed monthly, at which time they are recognized in accordance with Accounting Standards Codification 606 — Revenue from Contracts with Customers.
The Company waived a portion of its fees with respect to the Hennessy Energy Transition Fund through the expiration of the fund’s expense limitation agreement on October 25, 2020. The Company continues to waive a portion of its fees with respect to the Hennessy Midstream Fund and the Hennessy Technology Fund to comply with contractual expense ratio limitations. The fee waivers are calculated daily by the Hennessy Funds’ accountants at U.S. Bank Global Fund Services, reviewed by management, and then charged to expense monthly as offsets to the Company’s revenues. Each waived fee is then deducted from investment advisory fee income and reduces the aggregate amount of advisory fees the Company receives from such fund in the subsequent month. To date, the Company has only waived fees based on contractual obligations, but the Company has the ability to waive fees at its discretion. Any decision to waive fees would apply only on a
going-forward
basis.
The Company’s contractual agreements for investment advisory and shareholder services prove that a contract exists with fixed and determinable fees, and the services are rendered daily. The collectability is deemed probable because the fees are received from the Hennessy Funds in the month subsequent to the month in which the services are provided.

 
  (b)
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less that are readily convertible into cash.
 
  (c)
Fair Value of Financial Instruments
The Financial Accounting Standards Board (“FASB”) guidance on “Disclosures about Fair Value of Financial Instruments” requires disclosures regarding the fair value of all financial instruments for financial statement purposes. The estimates presented in these financial statements are based on information available to management as of the end of fiscal years 2022 and 2021. Accordingly, the fair values presented in the Company’s financial statements as of the end of fiscal years 2022 and 2021 may not be indicative of amounts that could be realized on disposition of the financial instruments. The fair value of receivables, accounts payable, and notes payable has been estimated at carrying value due to the short maturity of these instruments. The fair value of marketable securities and money market accounts is based on closing net asset values as reported by securities exchanges registered with the SEC.
 
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(d)
Investments
Investments in
highly-liquid
financial instruments with remaining maturities of less than one year are classified as short-term investments. Financial instruments with remaining maturities of greater than one year are classified as
long-term
investments. A table of investments is included in Note 3 in this Item 8, “Financial Statements and Supplementary Data.”
The Company holds investments in publicly traded mutual funds, which are accounted for as trading securities. Accordingly, unrealized gains and losses of less than
$1,000 per year were recognized in operations for fiscal years 2022 and 2021.
Dividend income is recorded on the
ex-dividend
date. Purchases and sales of marketable securities are recorded on a
trade-date
basis, and realized gains and losses recognized on sale are determined on a specific identification/average cost basis.
 
  (e)
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between one and ten years.
 
  (f)
Management Contracts Purchased
Throughout its history, the Company has completed 10 purchases of the assets related to the management of 30 different mutual funds, some of which were reorganized into already existing Hennessy Funds. In accordance with FASB guidance, the Company periodically reviews the carrying value of its management contracts asset to determine if any impairment has occurred. The fair value of the management contracts asset was estimated by applying the income approach and is based on management estimates and assumptions, including third-party valuations that utilize appropriate valuation techniques. It was determined that there was no impairment as of the end of fiscal years 2022 and 2021.
Under Accounting Standards Codification 350 — Intangibles—Goodwill and Other, intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment. The Company reviews the useful life of the management contracts each reporting period to determine if they continue to have an indefinite useful life. The Company considers the management contracts asset to be an intangible asset with an indefinite useful life and no impairment as of the end of fiscal year 2022.
 
  (g)
Income Taxes
The Company, under the FASB guidance on “Accounting for Uncertainty in Income Tax,” uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company utilizes a
two-step
approach for evaluating uncertain tax positions. The first step, recognition, requires the Company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step, measurement, is based on the largest amount of benefit that is more likely than not to be realized on ultimate settlement.
The Company believes the positions taken on its tax returns are fully supported, but tax authorities may challenge these positions and they may not be fully sustained on examination by the relevant tax authorities. Accordingly, the income tax provision includes amounts intended to satisfy assessments that may result from these challenges. Determining the income tax provision for these potential assessments and recording the related effects requires management judgement and estimates. The amounts ultimately paid on resolution of an
 
47


audit could be materially different from the amounts previously included in the income tax provision and, therefore, could have a material impact on the Company’s income tax provision, net income, and cash flows. The accrual for uncertain tax positions is attributable primarily to uncertainties concerning the tax treatment of the Company’s domestic operations, including the allocation of income among different jurisdictions. For a further discussion on taxes, refer to Note 11 in this Item 8, “Financial Statements and Supplementary Data.”
The Company is subject to income tax in the U.S. federal jurisdiction and multiple state jurisdictions. The Company’s U.S. federal income taxes for 2018 through 2022 remain open and subject to examination. The Company has identified 22 major state tax jurisdictions in which it is subject to income tax, which include California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, New Hampshire, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Texas, and Wisconsin. For tax years that remain open, the below chart shows the number of such state tax jurisdictions that remain subject to examination by the appropriate governmental agencies:
 
Year
  
Number of State Tax
Jurisdictions
 
2022
     22  
2021
     22  
2020
     22  
2019
     19  
2018
     17  
For state tax jurisdictions with unfiled tax returns, the statutes of limitations remains open indefinitely.
 
  (h)
Earnings per Share
Basic earnings per share is determined by dividing net earnings by the weighted average number of shares of common stock outstanding, while diluted earnings per share is determined by dividing net earnings by the weighted average number of shares of common stock outstanding adjusted for the dilutive effect of common stock equivalents, which consist of restricted stock units (“RSUs”).
 
  (i)
Equity
Amended and Restated 2013 Omnibus Incentive Plan
The Company has adopted, and the Company’s shareholders have approved, the Amended and Restated 2013 Omnibus Incentive Plan (the “Omnibus Plan”), which provides for the issuance of options, stock appreciation rights, restricted stock, RSUs, performance awards, and other equity awards for the purpose of attracting and retaining executive officers, key employees, and outside directors and advisors and increasing shareholder value. The maximum number of shares that may be issued under the Omnibus Plan is 50% of the number of outstanding shares of common stock of the Company, subject to adjustment by the compensation committee of the Company’s Board of Directors upon the occurrence of certain events. The 50% limitation does not invalidate any awards made prior to a decrease in the number of outstanding shares, even if such awards have result or may result in shares constituting more than 50% of the outstanding shares being available for issuance under the Omnibus Plan. Shares available under the Omnibus Plan that are not awarded in one particular year may be awarded in subsequent years.
The compensation committee of the Company’s Board of Directors has the authority to determine the awards granted under the Omnibus Plan, including among other things, the individuals who receive the awards, the times when they receive them, vesting schedules, performance goals, whether an option is an incentive or nonqualified option, and the number of shares to be subject to each award. However, no participant may receive options or stock appreciation rights under the Omnibus Plan for an aggregate of more than 75,000 shares in any calendar year. The exercise price and term of each option or stock appreciation right is fixed by the compensation committee except that the exercise price for each stock option that is intended to qualify as an incentive stock option must be at least equal to the fair market value of the stock on the date of grant and the term of the option cannot exceed 10 years. In the case of an incentive stock option granted to a
 
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10% or more shareholder, the exercise price must be at least 110% of the fair market value on the date of grant and cannot exceed five years. Incentive stock options may be granted only within 10 years from the date of shareholder approval of the Omnibus Plan (which was March 2014). The aggregate fair market value (determined at the time the option is granted) of shares with respect to which incentive stock options may be granted to any one individual, which stock options are exercisable for the first time during any calendar year, may not exceed $100,000. An optionee may, with the consent of the compensation committee, elect to pay for the shares to be received upon exercise of his or her options in cash, shares of common stock, or any combination thereof.
Under the Omnibus Plan, participants may be granted RSUs, each of which represents an unfunded, unsecured right to receive a share of the Company’s common stock on the date specified in the recipient’s award. The Company issues new shares of its common stock when it is required to deliver shares to an RSU recipient. The RSUs granted under the Omnibus Plan vest over four years at a rate of 25% per year. The Company recognizes
stock-based
compensation expense on a
straight-line
basis over the four-year vesting term of each award.
All compensation costs related to RSUs vested during fiscal years 2022 and 2021 have been recognized in the financial statements.
The Company has available up to 3,785,871
 
shares of the Company’s common stock in respect of granted stock awards, in accordance with terms of the Omnibus Plan.
A summary of RSU activity is as follows:
 
 
  
Fiscal Years Ended September 30,
September 30, 2019 and 2018
 
 
  
2022
 
  
2021
 
 
  
Shares
 
  
Weighted Average
Grant Date Fair
Value per Share
 
  
Shares
 
  
Weighted Average
Grant Date Fair
Value per Share
 
Non-vested
balance at beginning of year
     323,810      $ 8.87        322,181      $ 9.76  
Granted
     132,875        7.72        134,625        8.64  
Vested
(1)
     (133,207      (9.42      (132,996      (10.81
Forfeited
     (7,917      (8.76      —          —    
    
 
 
    
 
 
    
 
 
    
 
 
 
Non-vested
balance at end of year
     315,561      $ 8.15        323,810      $ 8.87  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
(1)
Represents partially vested RSUs for which the Company already has recognized the associated compensation expense but has not yet issued to employees the related shares of common stock.
Additional information related to RSUs is as follows:
 
    
September 30, 2022
 
    
(In thousands, except years)
 
Total expected compensation expense related to RSUs
   $ 18,143  
Recognized compensation expense related to RSUs
     (15,570
    
 
 
 
Unrecognized compensation expense related to RSUS
   $ 2,573  
    
 
 
 
Weighted average remaining period to expense for RSUs
     3.0  
Dividend Reinvestment and Stock Purchase Plan
In January 2021, the Company adopted an updated Dividend Reinvestment and Stock Purchase Plan (the “DRSPP”), replacing the previous Dividend Reinvestment and Stock Purchase Plan that had been in place since 2018. The DRSPP provides shareholders and new investors with a convenient and economical means of purchasing shares of the Company’s
 
common stock and reinvesting cash dividends paid on the Company’s common stock. Under the DRSPP and its predecessor plan, the Company issued
7,612
and
12,666
 shares of common stock in fiscal years 2022 and 2021, respectively. The maximum number of shares that may be issued under the DRSPP is
1,470,000
, of which
1,452,845
shares remained available for issuance as of September 30,
2022.
 
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Stock Buyback Program
In August 2010, the Company’s Board of Directors adopted a stock buyback program pursuant to which the Company was authorized to repurchase up to 1,500,000 shares of its common stock in the open market, in privately negotiated transactions, or otherwise. The program does not have an expiration date. In August 2022, the Board of Directors increased the number of shares that may be repurchased under the program to 2,000,000 shares. As a result, a total of 1,096,368 shares remains available for repurchase under the stock buyback program. The Company did not repurchase any shares of its common stock pursuant to the stock buyback program during fiscal year 2022.
 
  (j)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those
estimates.
 
(2)
Fair Value Measurements
The Company applies Accounting Standards Codification 820 — Fair Value Measurement for all financial assets and liabilities, which establishes a framework for measuring fair value and expands disclosures about fair value measurements. The standard defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” It also establishes a fair value hierarchy consisting of the following three levels that prioritize the inputs to the valuation techniques used to measure fair value:
 
   
Level 1 – Unadjusted, quoted prices in active markets for identical assets or liabilities that an entity has the ability to access at the measurement date;
 
   
Level 2 – Other significant observable inputs (including, but not limited to, quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, and
model-derived
valuations in which all significant inputs and significant value drivers are observable in active markets); and
 
   
Level 3 – Significant unobservable inputs (including the entity’s own assumptions about what market participants would use to price the asset or liability based on the best available information) when observable inputs are not available.
 
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Based on the definitions, the following table represents the Company’s assets categorized in the Level 1 to Level 3 hierarchies:
 
 
  
September 30, 2022
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
 
 
 
 
 
 
 
 
 
 
  
(In thousands)
 
Money market fund deposits
   $ 54,225      $ —        $ —        $ 54,225  
Mutual fund investments
     9        —          —          9  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 54,234      $ —        $ —        $ 54,234  
    
 
 
    
 
 
    
 
 
    
 
 
 
Amounts included in
                                   
Cash and cash equivalents
   $ 54,225      $ —        $ —        $ 54,225  
Investments in marketable securities
     9        —          —          9  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 54,234      $ —        $ —        $ 54,234  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
 
  
September 30, 2021
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
 
 
 
 
 
 
 
 
 
 
  
(In thousands)
 
Money market fund deposits
   $ 11,554      $ —        $ —        $ 11,554  
Mutual fund investments
     10        —          —          10  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 11,564      $ —        $ —        $ 11,564  
    
 
 
    
 
 
    
 
 
    
 
 
 
Amounts included in
                                   
Cash and cash equivalents
   $ 11,554      $ —        $ —        $ 11,554  
Investments in marketable securities
     10        —          —          10  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 11,564      $ —        $ —        $ 11,564  
    
 
 
    
 
 
    
 
 
    
 
 
 
There were no transfers between levels during fiscal years 2022 or 2021.
The fair values of receivables, payables, and accrued liabilities approximate their book values given the short-term nature of those instruments.
The fair value of the 2026 Notes (see Note 9 in this Item 8, “Financial Statements and Supplementary Data”) was approximately $
37.3 
million as of September 30, 2022, based on the last trading price of the notes on that date (Level 1).
 
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(3)
Investments
The cost, gross unrealized gains, gross unrealized losses, and fair market value of the Company’s trading investments were as follows:
 

 
  
Cost
 
  
Gross
Unrealized
Gains
 
  
Gross
Unrealized
Losses
 
  
Total
 
 
 
 
 
 
 
 
 
 
 
  
(In thousands)
 
2022
  
  
  
  
Mutual fund investments
   $ 4      $ 24      $ (19    $ 9  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
     4        24        (19      9  
    
 
 
    
 
 
    
 
 
    
 
 
 
2021
                                   
Mutual fund investments
   $ 4      $ 24      $ (18    $ 10  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
    4        24        (18      10  
    
 
 
    
 
 
    
 
 
    
 
 
 
The mutual fund investments are included as a separate line item in current assets on the Company’s balance sheets.

 
(4)
Property and Equipment, Net
The following table summarizes the Company’s property and equipment balances:
 
 
  
September 30,
 
 
  
2022
 
  
2021
 
 
 
 
 
 
 
  
(In thousands)
 
Equipment
   $ 703      $ 599  
Leasehold improvements
     154        154  
Furniture and fixtures
     396        391  
IT infrastructure
     85        84  
Software
     1,039        933  
    
 
 
    
 
 
 
Property and equipment, gross
     2,377        2,161  
Accumulated depreciation
     (2,057      (1,850
    
 
 
    
 
 
 
Property and equipment, net
   $ 320      $ 311  
    
 
 
    
 
 
 
During each of fiscal year 2022 and fiscal year 2021, depreciation expense was $0.2 
million.

 
(5)
Management Contracts
The costs related to the Company’s purchase of the assets related to management contracts are capitalized as incurred and comprise the management contracts asset. This asset was $80.9 million as of the end of fiscal year 2022,
an
increase
 of
$0.3 million from the end of fiscal year 2021. The increase was related to expenses incurred in connection with the definitive agreement signed with Stance Capital in August 2022. The Company considers the management contracts asset to be an intangible asset per Accounting Standards Codification 350 — Intangibles – Goodwill and Other. The purchase costs that comprise the management contracts asset include legal fees, shareholder vote fees, and percent of asset costs to purchase the assets related to the management
contracts.
 
(6)
Investment Advisory Agreements
The
Company has investment advisory agreements with Hennessy Funds Trust under which it provides investment advisory services
to
all classes of the
16
Hennessy
Funds.
 
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The investment advisory agreements must be renewed annually (except in limited circumstances) by (a) the Funds’ Board
of
Trustees or the vote of a majority of the outstanding shares of the applicable Hennessy Fund and (b) the vote of a majority of the trustees of Hennessy Funds Trust who are not interested persons of the Hennessy Funds. If an investment advisory agreement is not renewed, it terminates automatically. There are two additional circumstances in which an investment advisory agreement terminates. First, an investment advisory agreement automatically terminates if the Company assigns it to another advisor (assignment includes “indirect assignment,” which is the transfer of the Company’s common stock in sufficient quantities deemed to constitute a controlling block). Second, an investment advisory agreement may be terminated prior to its expiration upon 60
 days’ written notice by either the applicable Hennessy Fund or the Company.
As provided in each investment advisory agreement, the Company receives investment advisory fees monthly based on a percentage of the applicable fund’s average daily net asset value.
The Company has entered into
sub-advisory
agreements for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund. Under each of these
sub-advisory
agreements, the
sub-advisor
is responsible for the investment and reinvestments of the assets of the applicable Hennessy Fund in accordance with the terms of such agreement and the applicable Hennessy Fund’s Prospectus and Statement of Additional Information. The
sub-advisors
are subject to the direction, supervision, and control of the Company and the Funds’ Board of Trustees. The
sub-advisory
agreements must be renewed annually (except in limited circumstances) in the same manner as, and are subject to the same termination provisions as, the investment advisory agreements.
In exchange for the
sub-advisory
services, the Company (not the Hennessy Funds) pays
sub-advisory
fees to the
sub-advisors
out of its own assets.
Sub-advisory
fees are calculated as a percentage of the applicable
sub-advised
fund’s average daily net asset value.
Effective January 31, 2022, the Company and BP Capital Fund Services, LLC mutually agreed to terminate the
sub-advisory
agreement for the Hennessy Energy Transition Fund and the Hennessy Midstream Fund. Those funds are now managed internally by
the Company.
 
(7)
Leases
The Company determines if an arrangement is an operating lease at inception. Operating leases are included in operating lease
 
right-of-use
 
assets and current and
 
long-term
 
operating lease liabilities on the Company’s balance sheet. During the quarter ended March 31, 2021, the Company renewed the lease for its office in Novato, California for an additional three years, which created a
 
long-term
 
operating lease as of such date. Upon renewal of the lease, the Company recorded a
 
right-of-use
 
asset of $1.1 million on its balance sheet. The renewed lease expires on July 31, 2024. There were no other
 
long-term
 
operating leases as of the end of fiscal year 2022.
Right-of-use
 
assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease
 
right-of-use
 
assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The Company’s lease terms may include options to extend the lease when it is reasonably certain that it will exercise any such options. For its leases, the Company concluded that it is not reasonably certain that any renewal options would be exercise, and, therefore, the amounts are not recognized as part of operating lease
 
right-of-use
 
assets or operating lease liabilities. Leases with initial terms of 12 months or less and certain office equipment leases that are deemed insignificant are not recorded on the balance sheet and are expensed as incurred and included within rent expense under general and administrative expense. Lease expense related to operating leases is recognized on a straight-line basis over the expected lease terms.
The Company’s most significant leases are real estate leases of office facilities. The Company leases office space under
non-cancelable
operating leases. Its principal executive office is located in Novato, California, and it has additional offices in Austin, Texas, Dallas, Texas, Boston, Massachusetts, and Chapel Hill, North Carolina. Only the office lease in Novato, California has been capitalized because the other operating leases have terms of 12 months or less, including leases that are
month-to-month
in nature. The classification of the Company’s operating lease
right-of-use
assets and operating lease liabilities and other supplemental information related to the Company’s operating leases are as follows:
 
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September 30, 2022
 
 
  
(In thousands,
except years
and percentages)
 
Operating lease
right-of-use
assets
   $ 651  
Current operating lease liability
   $ 367  
Long-term operating lease liability
   $ 279  
Weighted average remaining lease term
     1.8  
Weighted average discount rate
     0.90
For fiscal
years 2022 and 2021, the Company’s lease payments related to
its
operating lease
right-of-use
assets totaled $0.36 million and $0.43 million, respectively, and total rent expense for all offices, which is recorded under general and administrative expense in the statements of income, totaled $0.49 million and $0.51 million, respectively.
The undiscounted cash flows for future maturities of the Company’s operating lease liabilities and the reconciliation to the balance of operating lease liabilities reflected on the Company’s balance sheet are as follows:
 
 
  
September 30, 2022
 
 
  
(In thousands)
 
Fiscal year 2023 undiscounted cash flows
     374  
Fiscal year 2024
     286  
    
 
 
 
Total undiscounted cash flows
     660  
    
 
 
 
Present value discount
     (14
    
 
 
 
Total operating lease liabilities
   $  646  
    
 
 
 
 
(8)
Accrued Liabilities and Accounts Payable
Details relating to the accrued liabilities and accounts payable reflected on the Company’s balance sheet are as follows:
 
 
  
September 30
 
 
  
2022
 
  
2021
 
 
 
 
 
 
 
  
(In thousands)
 
Accrued bonus liabilities
   $ 2,207      $ 2,738  
Accrued
sub-advisor
fees
     336        628  
Other accrued expenses
     777        785  
    
 
 
    
 
 
 
Total accrued expenses
   $ 3,320      $ 4,151  
    
 
 
    
 
 
 
 
(9)
Debt Outstanding
On October 20, 2021, the Company completed a public offering of 4.875% notes due 2026 in the aggregate principal amount of $40,250,000 (the “2026 Notes”), which included the full exercise of the underwriters’ overallotment option. The initial net proceeds received were approximately $38,607,000 after considering the impact of issuance costs and underwriter discounts. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes mature on December 31, 2026.
 
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The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of the Company’s future unsecured unsubordinated indebtedness, senior to any of the Company’s future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of the Company’s existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s future
subsidiaries.
 
(10)
Commitments and Contingencies
Other than the operating leases discussed in Note 7 in this Item 8, “Financial Statements and Supplementary Data,” the Company has no commitments and no significant contingencies with original terms in excess of one year.
 
(11)
Retirement Plan
The Company has a 401(k) retirement plan covering eligible employees. Employees are eligible to participate if they are over 21 years of age and have completed a minimum of one month of service with at least 80 hours worked in that month. The Company also made discretionary profit-sharing contributions of $0.2 million in each of the fiscal years 2022 and 2021. To be eligible for the discretionary profit-sharing contribution, an employee must be eligible to participate in the 401(k) retirement plan and must complete at least 501 hours of service during the calendar year or be employed as of the last day of the calendar year.


(12)
Income Taxes
As of the end of each of fiscal years 2022 and 2021, the Company’s gross liability for unrecognized tax benefits related to uncertain tax positions was $0.4 million and $0.6 million, respectively. If the tax benefits of such amounts were recognized, $0.3 million and $0.5 million of such amounts, respectively, would decrease the Company’s effective income tax rate. The Company’s net liability for accrued interest and penalties was $0.3 million as of
each of
September 30, 2022, and September 30, 2021. The Company has elected to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the years ended September 30, 2022, and September 30, 2021, the Company recognized approximately $0.02 million and $0.03 million in interest and penalties, respectively.
The Company’s activity was as follows:
 
 
  
Fiscal Years Ended September 30,
 
 
  
2022
 
  
2021
 
 
 
 
 
 
 
  
(In thousands)
 
Beginning year balance
   $ 608      $  608  
Decrease related to prior year tax positions
     (255      —    
Increase related to current year tax positions
     —          —    
Settlements
     —          —    
Lapse of statutes of limitations
     —          —    
    
 
 
    
 
 
 
Ending year balance
   $ 353      $ 608  
    
 
 
    
 
 
 
The total amount of unrecognized tax benefits can change due to final regulations, audit settlements, tax examinations activities, lapse of applicable statutes of limitations, and the recognition and measurement criteria under the guidance related to accounting for uncertainly in income taxes. The Company is unable to estimate what this change could be within the next 12 months, but does not believe it would be material to its financial statements.
 
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The Company’s income tax expense was as follows:
 
                    
                    
 
  
Fiscal Years Ended September 30,
 
 
  
2022
 
  
2021
 
 
  
 
 
  
 
 
 
  
(In thousands)
 
Current
  
  
Federal
   $ 855      $ 1,545  
State
     (149      513  
    
 
 
    
 
 
 
Total Current
     706        2,058  
    
 
 
    
 
 
 
Deferred
                 
Federal
     888        752  
State
     162        169  
    
 
 
    
 
 
 
Total Deferred
     1,050        921  
    
 
 
    
 
 
 
Total
   $ 1,756      $ 2,979  
    
 
 
    
 
 
 
The principal reasons for the differences from the federal statutory income tax rate and the Company’s effective tax rate were as follows:
 
                    
                    
 
  
Fiscal Years Ended September 30,
 
 
  
2022
 
  
2021
 
Federal statutory income tax rate
  
 
21.0%
   
 
21.0%
 
State income taxes, net of federal benefit
  
 
3.9  
 
 
 
4.3  
 
Permanent and other differences
  
 
0.4  
 
 
 
0.2  
 
Difference due to executive compensation
  
 
1.0  
 
 
 
1.1  
 
Tax return to provision adjustments
  
 
(1.3)
 
 
 
(0.1)
 
Uncertain tax position allowance
  
 
(3.0)
 
 
 
0.4  
 
Stock-based compensation
  
 
0.1  
 
 
 
1.6  
 
    
 
 
   
 
 
 
Effective income tax rate
  
 
22.1%
 
 
 
28.5%
 
    
 
 
   
 
 
 
 
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The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:
 
 
  
Fiscal Years Ended September 30,
 
 
  
2022
 
  
2021
 
 
 
 
 
 
 
  
(In thousands)
 
Deferred tax assets
  
  
Accrued compensation
   $ 40      $ 60  
Stock compensation
     20        2  
State taxes
     175        266  
Capital loss carryforward
     7        7  
ROU asset/lease liability
     (1      (1
    
 
 
    
 
 
 
Gross deferred tax assets
     241        334  
Disallowed capital loss
     (7      (7
    
 
 
    
 
 
 
Net deferred tax assets
     234        327  
Deferred tax liabilities
                 
Property and equipment
     (35      (33
Management contracts
     (13,687      (12,731
    
 
 
    
 
 
 
Total deferred tax liabilities
     (13,722      (12,764
    
 
 
    
 
 
 
Net deferred tax liabilities
   $ (13,488    $ (12,437
    
 
 
    
 
 
 

(13)
Earnings per Share
The weighted average common shares outstanding used in the calculation of basic earnings per share and weighted average common shares outstanding, adjusted for common stock equivalents, used in the computation of diluted earnings per share were as follows:
 
 
  
September 30,
 
 
  
2022
 
  
2021
 
 
  
 
 
  
 
 
Weighted average common stock outstanding, basic
  
 
7,483,342
 
  
 
7,367,948
 
Dilutive impact of RSUs
  
 
74,666
 
  
 
41,164
 
    
 
 
    
 
 
 
Weighted average common stock outstanding, diluted
  
 
7,558,008
 
  
 
7,409,112
 
    
 
 
    
 
 
 
For
fiscal years 2022 and 2021, the Company excluded 282 and 65,098 common stock equivalents, respectively, from the diluted earnings per share calculations because they were not dilutive. In each case, the excluded common stock equivalents consisted of
vested RSUs.
 
(14)
Concentration of Credit Risk
The Company
maintains its cash accounts with three commercial banks that, at times, may exceed federally insured limits. The amount on deposit at September 
30
,
2022
, exceeded the insurance limits of the Federal Deposit Insurance Corporation by approximately $
4.0
 million. In addition, total cash and cash equivalents include $
54.1
 million held in the First American U.S. Government Money Market Fund that is not federally insured. The Company believes it is not exposed to any significant credit risk on cash and cash
equivalents.
 
(15)
Recently Issued and Adopted Accounting Standards
The Company has reviewed accounting pronouncements issued between November 24, 2021, the filing date of its most recent previously filed Annual Report on Form
10-K,
and December 7, 2022, the filing date of this Annual Report on Form
10-K,
and
has
determined that no accounting pronouncement issued would have a material impact on the Company’s financial position, results of operations, or disclosures.
There have been no other significant changes to the Company’s critical accounting policies and estimates during fiscal year 2022.
 
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(16)
Risk and Uncertainties –
COVID-19
and Geopolitical Tensions
In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. There is uncertainty around the duration and breadth of the
COVID-19
pandemic, as well as the impact it will have on the Company’s operations. As a result, the ultimate impact on the Company’s business, financial condition, or operating results cannot be reasonably estimated at this time.
The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict. The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact the Company’s business, financial condition, and results of operations. Because of the highly uncertain and dynamic nature of these events, the impact of Russia’s invasion of Ukraine on the Company’s business, financial condition, or operating results cannot be reasonably estimated at this time.
 
(17)
Pending Asset Purchase of the Stance Equity ESG Large Cap Core ETF
On August 29, 2022, the Company announced that it signed a definitive agreement with Stance Capital, LLC and Red Gate Advisers, LLC, among others, to purchase the assets related to the management of the Stance Equity ESG Large Cap Core ETF. The Company filed a Current Report on Form
8-K
regarding this transaction on August 30, 2022.
Upon completion of the transaction, the assets related to the Stance Equity ESG Large Cap Core ETF will be reorganized to become a series of Hennessy Funds Trust named the Hennessy Stance ESG Large Cap ETF.
The transaction is subject to customary closing conditions, including SEC approval of an exemptive order allowing the Hennessy Stance ESG Large Cap ETF to operate under the Portfolio Reference Basket structure licensed by the Blue Tractor Group, as well as approval by the Board of Trustees of Hennessy Funds Trust, the Board of Directors of The RBB Fund, Inc. (of which the Stance Equity ESG Large Cap Core ETF is a series), and the shareholders of the Stance Equity ESG Large Cap Core ETF.
 
(18)
Subsequent Events
As of December 7, 2022, the filing date of this Annual Report on
Form 10-K,
management evaluated the existence of events occurring subsequent to the end of fiscal year 2022, and determined the following to be subsequent events:
On October 27, 2022, the Company announced a quarterly cash dividend of $0.1375 per share paid on November 30, 2022, to shareholders of record as of November 15, 2022. The declaration and payment of dividends to holders of the Company’s common stock, if any, are subject to the discretion of the Company’s Board of Directors. The Company’s Board of Directors will take into account such matters as general economic and business conditions, the Company’s strategic plans, the Company’s financial results and condition, contractual, legal, and regulatory restrictions on the payment of dividends by the Company, and such other factors as the Company’s Board of Directors may consider relevant.

 
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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES

MANAGEMENT’S ANNUAL 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 Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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 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 assessed the effectiveness of our internal control over financial reporting as of September 30, 2022, using the criteria set forth in 2013 Internal Control — Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of September 30, 2022, the Company’s internal control over financial reporting was effective based on those criteria.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2022, were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There have been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2022, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.

OTHER INFORMATION

None.

 

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item can be found in our Proxy Statement for our 2023 Annual Meeting (“Proxy Statement”) under the captions “Election of Directors,” “Corporate Governance,” and “Executive Officers.” Such information is incorporated by reference as if fully set forth in this report.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents, directors, and all employees. The code has been designed in accordance with the Sarbanes-Oxley Act of 2002 to promote honest and ethical conduct. The code also applies to Hennessy Funds Trust. The Code of Ethics is posted on our website at www.hennessyadvisors.com. In the event we amend or waive any of the provisions of the Code of Ethics, we intend to disclose these actions on our website. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

Any person may obtain a copy of the Code of Ethics, at no cost, by forwarding a written request to:

Hennessy Advisors, Inc.

7250 Redwood Blvd., Suite 200

Novato, CA 94945

Attention: Teresa Nilsen

 

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ITEM 11.

EXECUTIVE COMPENSATION

The information required by this item can be found in the Proxy Statement under the captions “Compensation Discussion and Analysis” and “Compensation of Executive Officers and Directors.” Such information is incorporated by reference as if fully set forth in this report.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item can be found in the Proxy Statement under the caption “Voting Securities.” Such information is incorporated by reference as if fully set forth in this report.

EQUITY COMPENSATION PLAN INFORMATION

Our Omnibus Plan, which was approved by our shareholders, is the only equity compensation plan under which we may issue our common stock.

 

     September 30, 2022  

Plan Category

   Number of Securities to
Be Issued upon Exercise
of Outstanding Options,
Warrants, and Rights
     Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
     Number of Securities
Remaining for Issuance Under
Compensation Plans (2)
 

Equity compensation plans approved by security holders (1)

     188,550        —          1,277,553  

Equity compensation plans not approved by security holders

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total

     188,550        —          1,277,553  
  

 

 

    

 

 

    

 

 

 

 

(1)

Securities to be issued pursuant to outstanding RSUs that vest over four years at a rate of 25% per year, for which the weighted average exercise price is zero.

(2)

Excludes securities to be issued upon the vesting of outstanding RSUs. The maximum number of shares of common stock that may be issued under the Omnibus Plan is 50% of our outstanding common stock, or 3,785,871 shares, as of the end of fiscal year 2022.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item can be found in the Proxy Statement under the caption “Corporate Governance.” Such information is incorporated by reference as if fully set forth in this report.

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item can be found in the Proxy Statement under the caption “Independent Registered Public Accounting Firm.” Such information is incorporated by reference as if fully set forth in this report.

 

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PART IV

 

ITEM 15.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The financial statements and financial statement schedules for Hennessy Advisors, Inc. are included in Item 8, “Financial Statements and Supplementary Data.”

Exhibit Index

Set forth below is a list of all exhibits to this Annual Report on Form 10-K, including those incorporated by reference.

Exhibits

 

3.1    Amended and Restated Articles of Incorporation (11)
3.2    Fifth Amended and Restated Bylaws (13)
4.1    Description of Securities (17)
4.2    Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (16)
4.3    First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (16)
10.1    License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc. (2)
10.2    Investment Advisory Agreement, dated as of March 23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Large Growth Fund) (3)
10.3    Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Core Bond Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (4)
10.4    Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)
10.5    Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (10)
10.6    Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)
10.7    Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)

 

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10.8    Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)
10.9    Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (7)
10.10    First Amendment to Sub-Advisory Agreement, dated as of February 28, 2018, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (14)
10.11    Amended and Restated Servicing Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)
10.12    First Amendment to Amended and Restated Servicing Agreement, dated as of March 1, 2015, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (8)
10.13    Second Amendment to Amended and Restated Servicing Agreement, dated as of October 26, 2018, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (15)
10.14    Hennessy Advisors, Inc. Amended and Restated 2013 Omnibus Incentive Plan (6)
10.15    Form of Restricted Stock Unit Award Agreement for Employees (1)(5)
10.16    Form of Restricted Stock Unit Award Agreement for Directors (1)(5)
10.17    Form of Stock Option Award Agreement for Employees (1)(5)
10.18    Form of Stock Option Award Agreement for Directors (1)(5)
10.19    Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(13)
10.20    Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B. Steadman (1)(9)
10.21    Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(13)
10.22    Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J. Hennessy (1)(15)
23.1    Consent of Marcum LLP, Independent Registered Public Accounting Firm
31.1    Rule 13a-14a Certification of the Principal Executive Officer
31.2    Rule 13a-14a Certification of the Principal Financial Officer
32.1    Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C. § 1350
32.2    Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C. § 1350

 

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101    Financial statements from the Annual Report on Form 10-K of the registrant for the year ended September 30, 2022, filed on December 7, 2022, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Income and Comprehensive Income; (iii) the Statements of Changes in Stockholders’ Equity; (iv) the Statements of Cash Flows; and (v) the Notes to Financial Statements.
104    The Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Notes:

 

*

The related schedules to the agreement are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request.

 

(1)    Management contract or compensatory plan or arrangement.
(2)    Incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No. 333-66970) filed August 6, 2001.
(3)    Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 000-49872), filed December 4, 2009.
(4)    Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013.
(5)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013.
(6)    Incorporated by reference to Annex A of the Company’s definitive proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders held on March 26, 2015 (SEC File No. 000-49872), filed February 21, 2014.
(7)    Incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014.
(8)    Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2015 (SEC File No. 001-36423), filed November 30, 2015.
(9)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed October 13, 2016.
(10)    Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 001-36423), filed December 1, 2016.
(11)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed March 7, 2017.
(12)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed May 11, 2017.
(13)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018.
(14)    Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2018 (SEC File No. 001-36423), filed May 2, 2018.

 

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(15)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed February 25, 2019.
(16)    Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423), filed October 20, 2021.
(17)    Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2021 (SEC File No. 001-36423), filed November 24, 2021.

 

ITEM 16.

FORM 10-K SUMMARY

None.

 

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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:

Hennessy Advisors, Inc.

(Registrant)

 

      Date: December 7, 2022        
By:  

/s/ Teresa M. Nilsen

   
  Teresa M. Nilsen    
  President, Chief Operating Officer, and Director    
  (As a duly authorized officer on behalf of the registrant and as    
  Principal 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 and on the dates indicated:

 

By:  

/s/ Kathryn R. Fahy

    Date: December 7, 2022        
  Kathryn R. Fahy    
  Chief Financial Officer and Senior Vice President    
  (Principal Financial and Accounting Officer)    
By:  

/s/ Neil J. Hennessy

    Date: December 7, 2022
  Neil J. Hennessy    
  Chief Executive Officer and Chairman of the Board of Directors    
By:  

/s/ Daniel B. Steadman

    Date: December 7, 2022
  Daniel B. Steadman    
  Executive Vice President and Director    
By:  

/s/ Henry Hansel

    Date: December 7, 2022
  Henry Hansel    
  Director    
By:  

/s/ Brian A. Hennessy

    Date: December 7, 2022
  Brian A. Hennessy    
  Director    
By:  

/s/ Lydia Knight-O’Riordan

    Date: December 7, 2022
  Lydia Knight-O’Riordan    
  Director    
By:  

/s/ Daniel G. Libarle

    Date: December 7, 2022
  Daniel G. Libarle    
  Director    
By:  

/s/ Rodger Offenbach

    Date: December 7, 2022
  Rodger Offenbach    
  Director    
By:  

/s/ Susan W. Pomilia

    Date: December 7, 2022
  Susan W. Pomilia    
  Director    
By:  

/s/ Thomas L. Seavey

    Date: December 7, 2022
  Thomas L. Seavey    
  Director    

 

65