HENNESSY
ADVISORS, INC.
FORM 10-K
ANNUAL REPORT
Year Ended September 30, 2021
Hennessy Advisors, Inc.
7250 Redwood Boulevard, Suite 200
Novato, California 94945
800-966-4354
www.hennessyadvisors.com
(This page intentionally left blank.) UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2021
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
(State or other jurisdiction of
incorporation or organization)
7250 Redwood Blvd., Suite 200
Novato, California
(Address of principal executive office)
68-0176227
(IRS Employer
Identification No.)
94945
(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
Common stock, no par value
4.875% Notes due 2026
Trading
symbol
HNNA
HNNAZ
Name of each exchange
on which registered
The Nasdaq Stock Market LLC
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 ☐ No ☒
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
Non-accelerated filer
☐
☒
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 $8.61 on March 31, 2021, was $37,402,167.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of November 19, 2021, there were 7,357,201 shares of Common Stock (no par value) issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders will be, when filed, incorporated by reference in Part III, Items 10, 11,
12, 13, and 14.
(This page intentionally left blank.) HENNESSY ADVISORS, INC.
TABLE OF CONTENTS
PART I
Item 1
Business
Item 1A
Risk Factors
Item 2
Item 3
Item 4
Part II
Item 5
Item 7
Item 8
Item 9
Item 9A
Item 9B
Item 9C
Part III
Item 10
Item 11
Item 12
Item 13
Item 14
Part IV
Item 15
Item 16
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibit and Financial Statement Schedules
Form 10-K Summary
Signatures
1
17
25
25
25
25
26
34
50
50
50
50
51
51
51
52
52
52
54
55
i
(This page intentionally left blank.) ITEM 1.
BUSINESS
GENERAL
PART I
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 shareholders of 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 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, monitoring and overseeing other service providers, maintaining in-house marketing and distribution departments,
preparing and distributing regulatory reports, and monitoring and overseeing distribution 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 2021 was $4.0 billion, and our total assets under management as of the end
of fiscal year 2021 was $4.1 billion. Although our total AUM has fluctuated up and down throughout our history, it was 984% higher
as of the end of fiscal year 2021 than our total AUM of $375 million as of the end of fiscal year 2002, which was our first fiscal year
as a public company.
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.
1
2000
2002
2003
2004
2005
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.
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.
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.
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.
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
2012
In October, we reorganized the assets of the Hennessy Cornerstone Growth, Series II Fund into the Hennessy Cornerstone
Growth Fund.
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.
2
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
2017
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.
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 BP Energy Transition Fund and the
Hennessy BP 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
2020
2021
During the year, we repurchased an aggregate of 560,734 shares of our common stock pursuant to our stock buyback
program.
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.
In October, we transferred listing of our common stock from The Nasdaq Capital Market to The Nasdaq Global Market.
Also in October, the Company completed a public offering of 4.875% notes due 2026 (the “2026 Notes”) in the aggregate
principal amount of $40,250,000, which included the full exercise of the underwriters’ overallotment option.
3
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 BP Energy Transition Fund
Hennessy Focus Fund
Hennessy Equity and Income Fund
Hennessy BP Midstream Fund
Hennessy Cornerstone Mid Cap 30 Fund
Hennessy Balanced Fund
Hennessy Gas Utility Fund
Hennessy Cornerstone Large Growth Fund
Hennessy Cornerstone Value Fund
Hennessy Japan 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 by focusing on approximately 20 companies whose valuations in the market are modest, that
earn higher than average economic returns, that are well managed, and that have ample opportunity to reinvest excess
profits at above-average rates. This fund’s holdings are conviction-weighted.
• 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.
• 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.
4
• 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 mutual 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 convertible securities and its remaining assets in high-
quality corporate, agency, and government 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 BP Energy Transition Fund (Investor Class symbol HNRGX; Institutional Class symbol HNRIX). The
Hennessy BP Energy Transition Fund seeks total return by investing in companies operating in the United States in a
capacity related to the supply, transportation, production, transmission, or demand of energy, also known as the energy
value chain. 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.
• Hennessy BP Midstream Fund (Investor Class symbol HMSFX; Institutional Class symbol HMSIX). The Hennessy
BP 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 publicly traded 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.
5
• 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.
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, 2021.
Returns are presented net of all expenses borne by mutual fund shareholders, 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
Investor Class Share—HFCGX
Russell 2000® Index (1)
S&P 500® Index (2)
44.24%
43.72%
47.68%
30.01%
8.74%
8.37%
10.54%
15.99%
10.11%
9.74%
13.45%
16.90%
14.63%
14.28%
14.63%
16.63%
Hennessy Focus Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HFCIX
Investor Class Share—HFCSX
Russell 3000® Index (3)
Russell Midcap® Growth Index (4)
36.07%
35.56%
31.88%
30.45%
15.24%
14.82%
16.00%
19.14%
14.23%
13.81%
16.85%
19.27%
15.95%
15.55%
16.60%
17.54%
Hennessy Cornerstone Mid Cap 30 Fund
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HIMDX
Investor Class Share—HFMDX
Russell Midcap® Index (5)
S&P 500® Index (2)
39.83%
39.34%
38.11%
30.01%
11.88%
11.50%
14.22%
15.99%
10.48%
10.09%
14.39%
16.90%
13.10%
12.72%
15.52%
16.63%
6
Hennessy Cornerstone Large Growth Fund
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HILGX
Investor Class Share—HFLGX
Russell 1000® Index (6)
S&P 500® Index (2)
35.39%
35.07%
30.96%
30.01%
12.96%
12.63%
16.43%
15.99%
13.84%
13.51%
17.11%
16.90%
13.79%
13.51%
16.76%
16.63%
Hennessy Cornerstone Value Fund
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HICVX
Investor Class Share—HFCVX
Russell 1000® Value Index (7)
S&P 500® Index (2)
38.32%
38.02%
35.01%
30.01%
5.75%
5.55%
10.07%
15.99%
9.14%
8.91%
10.94%
16.90%
10.72%
10.49%
13.51%
16.63%
Hennessy Total Return Fund
One Year
Three Years
Five Years
Ten Years
Investor Class Share—HDOGX
75/25 Blended DJIA/Treasury Index (8)
Dow Jones Industrial Average (9)
15.99%
17.92%
24.15%
3.40%
8.83%
11.00%
5.46%
12.14%
15.68%
7.89%
11.23%
14.72%
Hennessy Equity and Income Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HEIIX
Investor Class Share—HEIFX
70/30 Blended Balanced Index (10)
60/40 Blended Balanced Index (11)
S&P 500® Index (2)
15.39%
14.99%
20.29%
17.16%
30.01%
8.38%
7.97%
12.88%
11.79%
15.99%
9.24%
8.83%
12.70%
11.28%
16.90%
9.09%
8.72%
12.44%
11.03%
16.63%
Hennessy Balanced Fund
Investor Class Share—HBFBX
50/50 Blended DJIA/Treasury Index (12)
Dow Jones Industrial Average (9)
One Year
Three Years
Five Years
Ten Years
11.67%
11.87%
24.15%
2.96%
6.84%
11.00%
4.31%
8.71%
15.68%
5.21%
7.85%
14.72%
Hennessy BP Energy Transition Fund*
One Year
Three Years
Five Years
Since
Inception
(12/31/13)
Institutional Class Share— HNRIX
Investor Class Share—HNRGX
S&P 500® Energy Index (13)
S&P 500® Index (2)
104.63%
103.85%
82.99%
30.01%
-7.22%
-7.50%
-6.80%
15.99%
-2.39%
-2.66%
-1.57%
16.90%
-1.52%
-1.77%
-2.87%
13.75%
Hennessy BP Midstream Fund*
One Year
Three Years
Five Years
Since
Inception
(12/31/13)
Institutional Class Share— HMSIX**
Investor Class Share—HMSFX
Alerian Midstream Index (14)
S&P 500® Index (2)
74.04%
73.63%
86.20%
30.01%
-4.91%
-5.12%
1.14%
15.99%
-4.54%
-4.77%
1.30%
16.90%
-3.21%
-3.45%
0.19%
13.75%
Hennessy Gas Utility Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share— HGASX**
Investor Class Share—GASFX
AGA Stock Index (15)
S&P 500® Index (2)
17.34%
16.99%
18.20%
30.01%
4.83%
4.51%
5.63%
15.99%
4.36%
4.05%
5.26%
16.90%
8.94%
8.77%
9.81%
16.63%
7
Hennessy Japan Fund
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HJPIX
Investor Class Share—HJPNX
Russell/Nomura Total MarketTM Index (16)
Tokyo Stock Price Index (TOPIX) (17)
15.12%
14.67%
20.74%
20.61%
9.55%
9.11%
7.00%
6.87%
12.66%
12.20%
9.33%
9.28%
13.40%
13.03%
8.64%
8.63%
Hennessy Japan Small Cap Fund
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HJSIX**
Investor Class Share—HJPSX
Russell/Nomura Small CapTM Index (18)
Tokyo Stock Price Index (TOPIX) (17)
17.15%
16.62%
12.41%
20.61%
5.97%
5.53%
2.73%
6.87%
12.54%
12.11%
7.44%
9.28%
13.57%
13.32%
8.48%
8.63%
Hennessy Large Cap Financial Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HILFX**
Investor Class Share—HLFNX
Russell 1000® Index Financials (19)
Russell 1000® Index (6)
41.42%
40.85%
58.32%
30.96%
14.90%
14.50%
17.30%
16.43%
18.59%
18.17%
18.25%
17.11%
16.03%
15.76%
18.11%
16.76%
Hennessy Small Cap Financial Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HISFX
Investor Class Share—HSFNX
Russell 2000® Index Financials (20)
Russell 2000® Index (1)
116.14%
115.09%
65.84%
47.68%
12.67%
12.28%
7.98%
10.54%
12.53%
12.11%
10.49%
13.45%
14.76%
14.38%
14.12%
14.63%
Hennessy Technology Fund*
One Year
Three Years
Five Years
Ten Years
Institutional Class Share—HTCIX**
Investor Class Share—HTECX
NASDAQ Composite Index (21)
S&P 500® Index (2)
39.10%
38.71%
30.26%
30.01%
19.49%
19.18%
22.67%
15.99%
18.39%
18.08%
23.37%
16.90%
14.98%
14.66%
20.96%
16.63%
*
**
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,
representing approximately 8% of the Russell 3000® Index in terms of total market capitalization.
(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 98% of the investable U.S. equities market.
(4) The Russell Midcap® Growth Index comprises approximately 65% of the total market value of the Russell Midcap ® Index and
includes companies with higher price-to-book ratios and higher forecasted growth values.
(5) The Russell Midcap® Index comprises approximately 800 of the smallest securities of the Russell 1000® Index based on a
combination of market capitalization and current index membership.
(6) The Russell 1000® Index comprises the 1,000 largest companies in the Russell 3000® Index based on market capitalization.
(7) The Russell 1000® Value Index comprises those Russell 1000® companies with lower price-to-book ratios and lower forecasted
growth value.
(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.
8
(10) The 70/30 Blended Balanced Index consists of 70% common stocks represented by the S&P 500 ® Index and 30% bonds
represented by the Bloomberg Intermediate U.S. Government/Credit Index, which measures the performance of U.S. dollar-
denominated Treasury securities and government-related and investment-grade corporate securities that have $250 million or
more of outstanding face value, are fixed rate and non-convertible, and have remaining maturities of greater than or equal to one
year and less than 10 years.
(11) The 60/40 Blended Balanced Index consists of 60% common stocks represented by the S&P 500 ® Index and 40% bonds
represented by the Bloomberg Intermediate U.S. Government/Credit Index, which measures the performance of U.S. dollar-
denominated Treasury securities and government-related and investment-grade corporate securities that have $250 million or
more of outstanding face value, are fixed rate and non-convertible, and have remaining maturities of greater than or equal to one
year and less than 10 years.
(12) 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.
(13) The S&P 500® Energy Index comprises those companies included in the S&P 500® that are classified in the Energy sector.
(14) The Alerian US Midstream Energy Index comprises companies that earn a majority of their cash flow from midstream activities
involving energy commodities.
(15) 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.
(16) The Russell/Nomura Total Market™ Index contains the top 98% of all stocks listed on Japan’s stock exchanges and registered on
Japan’s over-the-counter market based on market capitalization.
(17) 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.
(18) The Russell/Nomura Small Cap™ Index contains the bottom 15% of the Russell/Nomura Total Market™ Index based on market
capitalization.
(19) The Russell 1000® Index Financials is a subset of the Russell 1000® Index that measures the performance of the securities
classified in the Financials sector of the large-cap U.S. equity market.
(20) The Russell 2000® Index Financials is a subset of the Russell 2000® Index that measures the performance of the securities
classified in the Financials sector of the small-cap U.S. equity market.
(21) 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 Midstream 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.
9
Development of New Investment Strategies and Expanding Our Product Offerings
We develop new investment strategies and expand our product offerings by identifying client needs and reviewing asset
allocation tables to determine where we can augment our family of mutual 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 mutual fund;
• We purchase the assets related to the management of an existing mutual fund that we then manage ourselves;
• We purchase the assets related to the management of an existing mutual 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 mutual 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 shareholders of 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 shareholders), acquisition
inflows, outflows (redemptions of shares of the Hennessy Funds by shareholders), and market appreciation or depreciation.
The following table summarizes our assets under management:
Fiscal Years Ended September 30,
2020
2019
2021
Beginning assets under management
Acquisition inflows
Organic inflows
Redemptions
Market appreciation (depreciation)
$
3,564,597
—
818,358
(1,345,371)
1,028,338
(In thousands)
4,873,839
$
—
571,195
(1,771,127)
(109,310)
$
6,197,617
194,948
825,541
(2,374,734)
30,467
Ending assets under management
$
4,065,922
$
3,564,597
$
4,873,839
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:
Investment advisory fees
Shareholder service fees
Subtotal
Sub-advisory fees
Fiscal Years Ended September 30,
2019
2020
2021
$ 30,367
2,393
32,760
(7,332)
(In thousands)
$ 30,831
2,558
33,389
(7,573)
$ 39,357
3,358
42,715
(9,228)
Revenue, net of sub-advisory fees
$ 25,428
$ 25,816
$ 33,487
10
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 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
onsite 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 platforms;
•
•
•
paying the incentive compensation of the fund’s compliance officers 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.
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 three 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.
11
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 2021, 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)
Hennessy Cornerstone Growth Fund
Hennessy Focus Fund
Hennessy Cornerstone Mid Cap 30 Fund
Hennessy Cornerstone Large Growth Fund
Hennessy Cornerstone Value Fund
Hennessy Total Return Fund
Hennessy Equity and Income Fund
Hennessy Balanced Fund
Hennessy BP Energy Transition Fund
Hennessy BP Midstream Fund
Hennessy Gas Utility Fund
Hennessy Japan Fund
Hennessy Japan Small Cap Fund
Hennessy Large Cap Financial Fund
Hennessy Small Cap Financial Fund
Hennessy Technology Fund
Investment Advisory Fee
(as a % of fund assets)
0.74%
0.90%
0.74%
0.74%
0.74%
0.60%
0.80%
0.60%
1.25%
1.10%
0.40%
0.80%
0.80%
0.90%
0.90%
0.74%
We waived a portion of our fees with respect to the Hennessy Cornerstone Large Growth Fund and the Hennessy BP Energy
Transition Fund through the expiration of each fund’s expense limitation agreement on November 30, 2019, and October 25, 2020,
respectively. We continue to waive a portion of its fees with respect to the Hennessy BP 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 fiscal years 2021 and 2020 were $0.1 million and
$0.3 million, respectively. 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 would terminate. 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 delegatedd 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 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;
12
•
•
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 2021:
Hennessy Fund
(All Class Shares)
Sub-Advisor
Sub-Advisory Fee
(As a % of Fund Assets)
Hennessy Focus Fund
Broad Run Investment Management, LLC
Hennessy Equity and
Income Fund
Hennessy BP Energy
Transition Fund
FCI Advisors
(fixed income allocation)
The London Company of Virginia, LLC
(equity allocation)
BP Capital Fund Advisors, LLC
Hennessy BP Midstream
BP Capital Fund Advisors, LLC
Fund
0.29%
0.27%
0.33%
0.40%
0.40%
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
SPARX Asset Management Co., Ltd.
Cap Fund
$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 shareholders of
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.
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 mutual 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
institutions, broker-dealers, and others for sales and marketing, (iii) shareholder accounting servicing, (iv) printing and mailing
prospectuses to possible new shareholders, and (v) printing and mailing sales literature. A mutual 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 shareholders, 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.
13
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.
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 mutual funds invested entirely in equities.
14
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 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 financial intermediaries, including mutual fund supermarkets,
national wirehouses and broker-dealers, independent and regional broker-dealers, and registered investment advisors, or directly from
the Hennessy Funds.
Mutual 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 mutual funds in a single location is very attractive to investors, and the majority of our $3.6 billion of assets
under management as of the end of fiscal year 2021 was held at mutual fund supermarkets. Additionally, we continually seek
opportunities to form new relationships with financial intermediaries to make our no-load mutual 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 investors.
A recommendation by an investment professional to an investor 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 investors 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 investors 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 mutual funds
A primary component of our growth strategy is to selectively pursue strategic purchases of the assets related to the management
of additional mutual funds. We believe the regulatory burden imposed upon the mutual fund industry, along with increased
competition, has compressed the margins of smaller to mid-sized mutual 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 increasingly 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. We
completed our most recent asset purchase on October 26, 2018, when we purchased the assets related to the management of the BP
15
Capital TwinLine Energy Fund and the BP Capital TwinLine MLP Fund (together, the “BP Funds”), which were reorganized into the
Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund, respectively, two new series of Hennessy Funds Trust.
•
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 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 array 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
shareholders of mutual 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.
Our mutual 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
16
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.
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 2021, we had 20 employees, 18 of whom were full-time employees. Our 20 employees had an
average tenure of 12 years as of the end of fiscal year 2021. We have historically experienced very low employee turnover, which we
attribute to our focus on competitive compensation, a friendly and flexible office environment, and fostering close-knit working
relationships among our team members. Further, 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, 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 may significantly affect our 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, 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.
17
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 mutual fund business is largely dependent on investment performance, as well as client servicing and
distribution. If the Hennessy Funds perform poorly compared to the mutual funds of 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 our fiscal year 2020 as a result of the COVID-19 pandemic, may also cause
increases in redemptions of shares of the Hennessy Funds. Such redemptions reduce our assets under management and adversely
affect our revenues.
The COVID-19 pandemic has adversely impacted, and future pandemics may adversely impact, our business and financial
performance.
The COVID-19 pandemic adversely impacted global commercial activity and contributed to significant volatility in global equity and
debt markets and disrupted, and in some cases continues to disrupt, supply chains, operations, and economic activity. The COVID-19
pandemic adversely impacted the value and performance of the Hennessy Funds’ assets under management, which resulted in declines
in the Company’s revenues. It also limited our ability to source and pursue potential acquisitions. Future pandemic outbreaks 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 three quarters of our assets under management has been concentrated in four of our
funds. During fiscal year 2021, our average assets under management was concentrated in the following four funds: (i) the Hennessy
Focus Fund (29% of average assets under management); (ii) the Hennessy Japan Fund (21% of average assets under management);
(iii) the Hennessy Gas Utility Fund (14% 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 (34% of total revenue); (b) the Hennessy Japan Fund (21% of total revenue); (c) the Hennessy Mid Cap 30 Fund (9% of
total revenue); and (d) the Hennessy Gas Utility Fund (8% 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. If any of these funds were to experience a significant increase in redemptions for any reason, our assets under management
would be reduced, adversely affecting our revenues.
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
18
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.
As of the end of fiscal year 2021, we had no outstanding indebtedness. On October 20, 2021, we completed a public offering of
4.875% unsecured notes due 2026 in the aggregate principal amount of $40,250,000. 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 a rate of 4.875% per year payable quarterly on March 31, June 30, September 30, and December 31. 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.
We depend on third-party investment professionals and the distribution channels they utilize to market the Hennessy Funds.
Our primary source of distribution of the Hennessy Funds is through intermediaries that include national, regional, and
independent broker-dealers, financial planners, and registered investment advisors. 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 distribution intermediaries generally can terminate their relationships with us on short notice. Mergers
and other corporate transactions among distributors also may affect our distribution relationships. Moreover, regulations have led to
significant shifts in distributors’ business models and more limited product offerings, which has resulted in reduced distribution of
certain of the Hennessy Funds, and additional regulations could lead to further adverse changes. Our lack of access to these
distribution channels material adversely affects our business because investment professionals may opt not to distribute the Hennessy
Funds if we are no longer participants on the platforms of firms that permit their investment professionals to utilize no-load funds for
their investors. Either of these events could cause the net assets of the Hennessy Funds to decline, which would decrease our revenues
and have a material adverse effect on our results of operations.
19
In addition, these intermediaries generally offer their customers a broad array of investment products that are in addition to, and
compete with, the Hennessy Funds. The intermediaries or their customers may favor competing investment products over the
Hennessy Funds. To the extent that current or future intermediaries or their customers prefer to do business with our competitors, our
market share, revenues, and net income could decline.
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 $80.6 million asset on the balance sheet as of the end of fiscal year 2021, 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 mutual 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 differ from those affecting the United States. For example, the
adverse effects of the COVID-19 pandemic, future variants of COVID-19, or future pandemics 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
mutual 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;
20
•
•
•
•
•
•
•
•
our inability to obtain quorum and secure enough affirmative votes to gain approval of the proposed fund reorganization
from the target fund’s shareholders;
the loss of mutual fund assets paid for in an asset purchase through redemptions by shareholders of the mutual 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 contract 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.
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 of mutual funds.
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 intermediaries carry the risk of redemption, which could reduce our revenues.
Third-party 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 third-party 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.
21
For more information regarding competitive factors, see the “Competition” subheading in Item 1, “Business.”
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 in recent years has led some investors to increasingly 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. While we cannot predict how much market share these competitors will gain, we believe there will always be
demand for good active management.
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 our mutual fund investors with investment returns and service that will adequately compensate them for investing in our
mutual 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 are highly dependent on various software applications and other technologies, as well as on third parties who utilize various
software applications and other technologies, for our business to function properly and to safeguard confidential information; any
significant limitation, failure, or security breach could adversely affect our operations.
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. Although we take protective measures (including striving to
understand the protective measures taken by our third-party vendors) and endeavor to modify such protective measures as
circumstances warrant, we may experience system delays and interruptions as a result of natural disasters, power failures, acts of war,
third-party failures, or other unexpected events. We cannot predict with certainty all of the adverse effects that could result from the
failure to efficiently address and resolve these delays and interruptions.
We could also be subject to losses if we fail to properly safeguard sensitive and confidential and proprietary information that we
and our third-party vendors store and transmit as part of our normal business operations. Although we take protective measures, the
security of our and our vendors’ computer systems, software, and networks may be vulnerable to hacking, breaches, unauthorized
access, misuse, computer viruses, or other malicious code, as well as to other events that could have a security impact, such as an
employee or vendor inadvertently or intentionally causing us to release confidential or proprietary information. 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.
There have been a number of highly publicized cases in recent years involving financial services and consumer-based
companies reporting the unauthorized disclosure of client or customer information, as well as cyber-attacks involving the
dissemination, theft, and destruction of corporate information or other assets, as a result of employees’ or contractors’ failure to follow
22
procedures or as a result of actions by third parties, including actions by terrorist organizations and hostile foreign governments. We,
the Hennessy Funds, and our third-party vendors may be vulnerable to such unauthorized disclosures and cyber-attacks. Our increased
use of mobile and cloud technologies could heighten these and other operational risks, 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 confidential or proprietary information.
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.
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.
In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against the
financial services industry have been increasing. While we strive to conduct our business in accordance with the highest ethical
standards, we nevertheless remain exposed to litigation risk. We could be sued by many different parties, 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.
In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Exchange Act to compensate and
protect whistleblowers who voluntarily provide original information to the SEC and establishes a fund to be used to pay
whistleblowers who will be entitled to receive a payment equal to between 10% and 30% of certain monetary sanctions imposed in a
successful government action resulting from the information provided by the whistleblower. According to an annual report to
Congress on the Dodd-Frank Whistleblower Program, whistleblower claims have increased significantly since the enactment of these
provisions. Addressing such claims could generate significant expenses and take up significant management time, even if such claims
are frivolous or 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 increased number of applicable laws, the mutual 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. For example, the
amount of net assets in the Hennessy Funds in a given time period could be affected by existing and proposed tax legislation or the
interest rate policies of the Federal Reserve Board.
In recent years, we have been affected by changes in law such as the U.S. Department of Labor fiduciary rule, which
significantly expanded the class of advisers and the scope of investment advice that are subject to fiduciary standards, and the SEC’s
Regulation Best Interest (“Regulation BI”), which requires broker-dealers to act in the retail customer’s best interest and not place the
broker-dealer’s interests ahead of the retail customer’s interests. Both the fiduciary rule and Regulation BI caused financial advisers
and broker-dealers to make significant operational changes, including, in some cases, removing one or more of the Hennessy Funds
from their platforms. This resulted in fewer purchases of shares and increased redemptions of shares of the Hennessy Funds, and the
effects of such regulations may persist even if they are ultimately replaced, retracted, or overturned. For example, while the U.S. Court
of Appeals for the Fifth Circuit issued a mandate vacating the fiduciary rule in its entirety in June 2018, many companies had already
implemented a number of business and compliance initiatives in order to change their distribution methods and operations in response
to the rule, and most of these companies did not halt these initiatives following the court’s ruling.
23
Although we strive to conduct our business in accordance with applicable law, if we were found to have violated an applicable
law, we could be subject to fines, suspensions of personnel, or other sanctions, including revocation of our registration as an
investment advisor. If a sanction were imposed against us or our personnel, even if only for a small monetary amount, the adverse
publicity related to such a sanction could harm our reputation, result in redemptions by investors in the Hennessy Funds, and impede
our ability to attract new investors, all of which could have a material adverse effect on our business, results of operations, and
financial condition.
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, 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.
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 extensive 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
24
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, 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.
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 13, 2021, following the end of our fiscal year 2021, we submitted an application to transfer our common stock from The
Nasdaq Capital Market to The Nasdaq Global Market, and on October 19, 2021, our common stock 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 2021, we had 132 holders of record of our common stock. In addition, there were 45 brokerage firm
accounts that represent 1,997 additional individual shareholders for a total of 2,129 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.”
25
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
During fiscal year 2021, 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, 2021:
Period
July 1-31, 2021
August 1-31, 2021 (2)
September 1-30, 2021 (2)
Total
Total Number of
Shares Purchased
Average Price Paid per
Share
— $
2,490
30,002
32,492 $
—
10.00
9.91
9.92
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)
—
—
—
596,368
596,368
596,368
—
596,368
(1) We are authorized to purchase a maximum of 1,500,000 shares under our stock buyback program. We announced the
stock buyback program in August 2010, and the program has no expiration date. We temporarily suspended the stock
buyback program as of March 24, 2020, so we did not repurchase any shares pursuant to the stock buyback program
during the three months ended September 30, 2021.
(2) The shares that we repurchased in August and September 2021 are not subject to a maximum per plan or program because
we did not repurchase them pursuant to a plan or program.
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 mutual fund shareholders,
taxes, general economic and business conditions, including those related to the COVID-19 pandemic, movement of interest rates,
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 mutual fund assets we currently manage and the generation of inflows into the mutual 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.
26
OUR CONTINUING RESPONSE TO THE COVID-19 PANDEMIC
We continue to monitor the effects of the COVID-19 pandemic on our business, particularly focusing on meeting the needs of
our employees, our partners, and the Hennessy Funds and their shareholders. Since March 2020, we have remained engaged with key
partners and service providers, strengthened our digital marketing and public relations programs, maintained an effective governance
and internal controls program, and kept our employees up to date with trainings on relevant government and regulatory guidance
impacting in-office work in order to ensure our continued success.
We returned to work in the Novato, California office in August 2021, and continue to adhere to our Site-Specific Protection
Plan, which we regularly update to reflect current local, state, and federal requirements.
We remain committed to providing the same high level of services to the 16 Hennessy Funds and their shareholders, and we
believe we have positioned the Company for long-term growth.
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 10 of the 16 Hennessy Funds internally. For the remaining six 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 on-site visits to sub-advisors, as feasible. Our secondary business activity is providing shareholder services to shareholders
of the Hennessy 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 in 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.
U.S. equities had positive performance for the one-year period ended September 30, 2021, with the S&P 500® Index returning
30.00% and the Dow Jones Industrial Average returning 24.15% for the period (on a total return basis). Equity prices advanced
sharply during the period despite increased concerns over supply chain disruptions and elevated levels of inflation. The offset to this
dynamic was the idea that economic growth has resumed as economies continue to reopen despite the lingering effects of the COVID-
19 pandemic. After a 3.4% contraction in Real GDP in 2020, economic growth is expected to increase 5.9% in 2021, according to
estimates compiled by Bloomberg. Over the past year, we have seen widespread availability of vaccines, and with that the ability of an
ever-increasing number of people to travel, eat in restaurants, and return to work. The unemployment rate improved from 7.9% at the
end of September 2020 to 4.8% at the end of September 2021.
Long-term U.S. bonds declined meaningfully during the one-year period ended September 30, 2021, as the prospect of the
Federal Reserve tapering its bond-buying activity and potentially raising interest rates as soon as 2022 prompted investors to sell
bonds. As the U.S. economy reopens and some semblance of normalcy returns to the economy, investors’ attention has turned to the
idea that inflation may continue to remain elevated, which may prompt the Federal Reserve to raise interest rates. While the Federal
Reserve has indicated that they would like to see employment numbers return to pre-pandemic levels before raising rates, it seems that
some investors are focused on the idea that any further inflationary pressures may force the Federal Reserve to act sooner. For the one-
year period ended September 30, 2021, 10-year U.S. Government Bond yields rose from 0.68% to 1.49%.
The Japanese equity market rose 20.61% (in U.S. dollar terms) for the one-year period ended September 30, 2021, as measured
by the Tokyo Stock Price Index. Enthusiasm around Japanese equities has centered on the country’s recent surge in COVID-19
vaccinations as well as by the election of a new Prime Minister, Fumio Kishida, to replace Yoshihide Suga, who recently resigned.
Against this backdrop, all of the 16 Hennessy Funds posted positive returns for the one-year period ended September 30, 2021.
The longer-term performance numbers remain strong, with 14 of the Hennessy Funds posting positive returns for the five-year period
ended September 30, 2021, and all 14 Hennessy Funds with at least 10 years of operating history posting positive returns for the 10-
year period ended September 30, 2021.
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 thought leadership and other
27
resources to help them navigate through this unprecedented market disruption due to the pandemic. 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 retain assets and to 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 approximately 160,000 mutual fund accounts nationwide, including accounts held by shareholders who
employ financial advisors to assist them with investing as well as accounts held by retail shareholders who invest directly with us. We
serve over 14,000 financial advisors who utilize the Hennessy Funds on behalf of their clients, including over 800 who purchased one
of our Funds for the first time during fiscal year 2021. Approximately 17% of such advisors own two or more Hennessy Funds, and
nearly 550 advisors hold a position of over $500,000, demonstrating strong brand loyalty.
Total assets under management as of the end of fiscal year 2021 was $4.1 billion, an increase of $0.5 billion, or 14.1%,
compared to the end of fiscal year 2020. The increase in total assets during fiscal year 2021 was attributable to market appreciation.
The following table illustrates the changes in our assets under management over the past three years:
Fiscal Years Ended September 30,
2020
2019
2021
Beginning assets under management
Acquisition inflows
Organic inflows
Redemptions
Market appreciation (depreciation)
$ 3,564,597
—
818,358
(1,345,371)
1,028,338
(In thousands)
$ 4,873,839
—
571,195
(1,771,127)
(109,310)
$ 6,197,617
194,948
825,541
(2,374,734)
30,467
Ending assets under management
$ 4,065,922
$ 3,564,597
$ 4,873,839
As stated above, the fees we receive for providing investment advisory and shareholder service are based on average assets
under management. The following table shows average assets under management by share class over the past three years:
Fiscal Years Ended September 30,
2020
2019
2021
Average assets under management—Investor Class
Average assets under management—Institutional
Class
Total
$ 2,394,194
1,595,106
$ 3,989,300
(In thousands)
$ 2,556,875
1,541,529
$ 4,098,404
$ 3,357,813
1,826,929
$ 5,184,742
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 mutual funds. As of the end of fiscal year 2021, this asset had a net balance of
$80.6 million, unchanged since the end of fiscal year 2020.
The principal liability on our balance sheet as of the end of our fiscal year 2021 was the net deferred tax liability of
$12.4 million generated due to the continued write-off of our management contracts asset for tax purposes, which creates a book-to-
tax difference. Following the end of our fiscal year 2021, on October 20, 2021, we completed a public offering of 4.875% unsecured
notes due 2026 in the aggregate principal amount of $40,250,000. 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 a rate of 4.875% per year payable quarterly on March 31, June 30, September 30, and December 31. 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.
28
RESULTS OF OPERATIONS
The following table sets forth items in our statements of income as dollar amounts and as percentages of total revenue:
Revenue
Investment advisory fees
Shareholder service fees
Total revenue
Operating expenses
Compensation and benefits
General and administrative
Mutual fund distribution
Sub-advisory fees
Depreciation
Total operating expenses
Operating income
Interest expense
Other income
Income before income tax expense
Income tax expense
Net income
Fiscal Years Ended September 30,
2020
2021
Amounts
Percent of
Total Revenue
Amounts
Percent of
Total Revenue
(In thousands, except percentages)
$
30,367
2,393
32,760
9,078
4,754
485
7,332
232
21,881
10,879
—
(2)
10,881
2,979
$
7,902
92.7% $
7.3
30,831
2,558
100.0
33,389
27.7
14.5
1.5
22.4
0.7
8,820
4,961
477
7,573
239
66.8
22,070
33.2
—
(0.0)
33.2
9.1
11,319
447
(89)
10,961
3,120
24.1% $
7,841
92.3%
7.7
100.0
26.4
14.9
1.4
22.7
0.7
66.1
33.9
1.3
(0.2)
32.8
9.3
23.5%
Revenues – Investment Advisory Fees and Shareholder Service Fees
Total revenue comprises investment advisory fees and shareholder service fees. Comparing fiscal year 2021 to fiscal year 2020,
total revenue decreased by 1.9%, from $33.4 million to $32.8 million, investment advisory fees decreased by 1.5%, from
$30.8 million to $30.4 million, and shareholder service fees decreased by 6.5%, from $2.6 million to $2.4 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 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 2021 was $4.0 billion,
which represents a decrease of $0.1 billion, or 2.7%, compared to fiscal year 2020. The Hennessy Fund with the largest average daily
net assets for fiscal year 2021 was the Hennessy Focus Fund, with $1.1 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 2021 was the Hennessy Japan Fund, with $844 million.
We collect an investment advisory fee from the Hennessy Japan Fund at an annual rate of 0.90% of average daily net assets. However,
we pay a sub-advisory fee at an annual rate between 0.35% and 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.
Total assets under management as of the end of fiscal year 2021 was $4.1 billion, an increase of $0.5 billion, or 14.1%,
compared to the end of fiscal year 2020. The increase was attributable to market appreciation.
29
The Hennessy Funds with the three largest amounts of net inflows were as follows:
Fiscal Year Ended September 30, 2021
Fund Name
Hennessy Japan Fund
Hennessy Small Cap Financial Fund
Hennessy Japan Small Cap Fund
The Hennessy Funds with the three largest amounts of net outflows were as follows:
Fiscal Year Ended September 30, 2021
Fund Name
Hennessy Focus Fund
Hennessy Gas Utility Fund
Hennessy Cornerstone Mid Cap 30 Fund
Amount
$ 42 million
$ 35 million
$ 13 million
Amount
$ (339) million
$ (134) million
$ (76) million
Redemptions as a percentage of assets under management decreased from an average of 3.6% per month during fiscal year 2020
to an average of 2.8% per month during fiscal year 2021.
Operating Expenses
Comparing fiscal year 2020 to fiscal year 2021, total operating expenses remained relatively flat, decreasing by 0.9%, from
$22.1 million to $21.9 million. The slight decrease in the dollar amount of operating expenses was due to decreases in many expense
categories, partially offset by increases in compensation and benefits expense and mutual fund distribution expense. As a percentage
of total revenue, total operating expenses increased 0.7 percentage points to 66.8%. Although the dollar value decreased slightly,
operating expenses increased slightly as a percentage of total revenue because some of our operating expenses are fixed costs that did
not decrease with decreasing revenue during fiscal year 2021.
Compensation and Benefits Expense: Comparing fiscal year 2020 to fiscal year 2021, compensation and benefits expense
increased by 2.9%, from $8.8 million to $9.1 million. As a percentage of total revenue, compensation and benefits expense increased
1.3 percentage points to 27.7%. The increase in compensation and benefits expense was due to an increase in incentive-based
compensation during fiscal year 2021 resulting from our higher total assets under management, as well as an increase in salary
compensation paid to our executive officers compared to our fiscal year 2020, which included five months during which our executive
officers agreed to temporary 25% salary reductions.
General and Administrative Expense: Comparing fiscal year 2020 to fiscal year 2021, general and administrative expense
decreased by 4.2%, from $5.0 million to $4.8 million. As a percentage of total revenue, general and administrative expense decreased
0.4 percentage points to 14.5%. The decrease in general and administrative expense was due to lower director stock award expense, as
well as a reduction in rent expense in our Novato office and a decrease in legal and accounting costs in the current period.
Mutual Fund Distribution Expense: Mutual fund distribution expense consists of fees paid to various financial institutions that
offer the Hennessy Funds as potential investments to their clients. When the Hennessy Funds are purchased through one of these
financial institutions, the institution 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 institutions,
which are affected by inflows, outflows, and fund performance. In addition, some financial institutions charge a minimum fee if the
average daily net assets of a Hennessy Fund held by such an institution are less than a threshold amount. In such cases, we pay the
minimum fee.
Comparing fiscal year 2020 to fiscal year 2021, mutual fund distribution expense increased slightly by 1.7%, from $0.48 million
to $0.49 million. As a percentage of total revenue, mutual fund distribution expense increased 0.1 percentage points to 1.5%. The
increase in mutual fund distribution expense was due to slightly higher average daily net assets of the Hennessy Funds held at
financial institutions in the current period. In the second quarter of the prior fiscal year, significant market depreciation, primarily
resulting from the COVID-19 pandemic, caused a decrease in average daily net assets.
30
Sub-Advisory Fees Expense: Comparing fiscal year 2020 to fiscal year 2021, sub-advisory fees expense decreased by 3.2%,
from $7.6 million to $7.3 million. As a percentage of total revenue, sub-advisory fees expense decreased 0.3 percentage point to
22.4%. The decrease in sub-advisory fees was due to a decrease in average daily net assets of the sub-advised Hennessy Funds.
Depreciation Expense: Comparing fiscal year 2020 to fiscal year 2021, depreciation expense decreased by 2.9% from $0.24
million to $0.23 million due to the write-off of fully depreciated assets. As a percentage of total revenue, depreciation expense
remained flat at 0.7%.
Interest Expense
Comparing fiscal year 2020 to fiscal year 2021, interest expense decreased by 100% from $0.4 million to $0. The decrease in
interest expense was due to the payoff in full of the remaining outstanding balance under our term loan agreement with U.S. Bank
National Association on March 26, 2020.
Income Tax Expense
Comparing fiscal year 2020 to fiscal year 2021, income tax expense decreased by 4.5%, from $3.1 million to $3.0 million. The
decrease in income tax expense was due primarily to lower net operating income in the current period.
Net Income
Comparing fiscal year 2020 to fiscal year 2021, net income increased by 0.8%, from $7.8 million to $7.9 million. The increase
in net income was primarily due to decreased interest expense 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 2021 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.
Following the end of our fiscal year 2021, on October 20, 2021, the Company completed a public offering of its 2026 Notes in
the aggregate principal amount of $40,250,000. 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 the Company’s option on or after December 31, 2023. The 2026 Notes bear interest at a rate of
4.875% per year payable quarterly on March 31, June 30, September 30, and December 31. The 2026 Notes are the Company’s 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 future subsidiaries of the Company.
Our total assets under management as of the end of fiscal year 2021 was $4.1 billion, an increase of $0.5 billion, or 14.1%, from
the end of fiscal year 2020. 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 2021 was $4.0 billion. As of the end of fiscal year 2021, we had cash and cash equivalents of
$15.8 million.
31
The following table summarizes key financial data relating to our liquidity and use of cash:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Fiscal Years Ended
September 30,
2021
2020
(In thousands)
$ 10,386
(249)
(4,256)
$ 5,881
$ 10,623
(882)
(24,473)
$ (14,732)
The decrease in cash provided by operating activities of $0.2 million was due mainly to decreased operating income.
The decrease in cash used in investing activities of $0.6 million was due to a payment for the purchase of assets related to the
management of the BP Funds made in the prior period.
The decrease in cash used for financing activities of $20.2 million was due primarily to the prepayment of the remaining
outstanding balance payable under our term loan agreement with U.S. Bank National Association in the prior period.
Dividend Payments. We have consistently paid dividends each year since 2005. Our quarterly dividend rate remained constant
during fiscal years 2020 and 2021, and our dividend payments totaled $4.0 million in each such fiscal year.
Our Bank Loan. On March 26, 2020, we prepaid in full all principal, accrued interest, and costs and expenses outstanding under
our term loan agreement with U.S. Bank National Association. The aggregate prepayment amount of $15.4 million was funded by
cash on hand, and we did not incur any prepayment penalties.
2026 Notes. On October 20, 2021, we completed a public offering of 4.875% notes due 2026 in the aggregate principal amount
of $40,250,000, 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.
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 2021 as the more-likely-than-not threshold was not met as of the end of fiscal year 2021.
32
The costs related to our purchase of the assets related to the management of mutual 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 $80.6 million as of the end of fiscal year 2021.
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
We reviewed accounting pronouncements issued between December 1, 2020, the filing date of our most recent previously filed
Annual Report on Form 10-K, and November 24, 2021, 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 2021.
33
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements:
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Income
Statements of Changes in Stockholders’ Equity
Statements of Cash Flows
Notes to Financial Statements
35
36
37
38
39
40
34
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, 2021 and 2020, the
related statements of income, changes in stockholders’ equity and cash flows for each of the two years in the period ended September 30,
2021, 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, 2021 and 2020, and the results of its operations and its cash
flows for each of the two years in the period ended September 30, 2021, 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 opinion on the critical audit matter or on the account or disclosures to which it relates.
Valuation of Management Contract Assets – 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.
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) performing an
independent 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
November 24, 2021
35
Hennessy Advisors, Inc.
Balance Sheets
(In thousands, except share and per share amounts)
Assets
Current assets
Cash and cash equivalents
Investments in marketable securities, at fair value
Investment fee income receivable
Prepaid expenses
Other accounts receivable
Total current assets
Property and equipment, net of accumulated depreciation of $1,850 and $1,618, respectively
Operating lease right-of-use asset
Management contracts
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities
Accrued liabilities and accounts payable
Operating lease liability
Income taxes payable
Total current liabilities
Long-term operating lease liability
Net deferred income tax liability
Total liabilities
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock, no par value, 22,500,000 shares authorized; 7,469,584 shares issued and outstanding as
of September 30, 2021, and 7,356,822 as of September 30, 2020
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See Accompanying Notes to Financial Statements
September 30,
2020
2021
9,955
$ 15,836 $
9
10
2,795 2,403
637
788
378
277
19,706 13,382
294
311
1,010
276
80,643 80,643
191
235
$ 101,905 $ 94,786
$
4,151 $
359
1,050
3,813
330
949
5,560 5,092
646 —
12,437 11,516
18,643 16,608
19,964 18,705
63,298 59,473
83,262 78,178
$ 101,905 $ 94,786
36
Hennessy Advisors, Inc.
Statements of Income
(In thousands, except share and per share amounts)
Revenue
Investment advisory fees
Shareholder service fees
Total revenue
Operating expenses
Compensation and benefits
General and administrative
Mutual fund distribution
Sub-advisory fees
Depreciation
Total operating expenses
Net operating income
Interest expense
Other income
Income before income tax expense
Income tax expense
Net income
Earnings per share
Basic
Diluted
Weighted average shares outstanding
Basic
Diluted
Cash dividends declared per share
Fiscal Years Ended September 30,
2021
2020
$
$
$
$
$
30,367 $
2,393
32,760
30,831
2,558
33,389
9,078
4,754
485
7,332
232
21,881
10,879
—
(2)
10,881
2,979
7,902 $
1.07 $
1.07 $
8,820
4,961
477
7,573
239
22,070
11,319
447
(89)
10,961
3,120
7,841
1.07
1.06
7,367,948
7,352,495
7,409,112
7,378,729
0.55 $
0.55
See Accompanying Notes to Financial Statements
37
Hennessy Advisors, Inc.
Statements of Changes in Stockholders’ Equity
(In thousands, except share data)
Common Stock
Balance at September 30, 2019
Net income
Dividends paid
Employee and director restricted stock vested
Repurchase of vested employee restricted stock for tax withholding
Shares issued for auto-investments pursuant to the 2018 Dividend
Reinvestment and Stock Purchase Plan
Shares issued for dividend reinvestment pursuant to the 2018 Dividend
Reinvestment and Stock Purchase Plan
Shares repurchased pursuant to a stock buyback program
Stock-based compensation
Balance at September 30, 2020
Net income
Dividends paid
Employee and director restricted stock vested
Repurchase of vested employee restricted stock for tax withholding
Shares issued for auto-investments pursuant to the 2018 Dividend
Reinvestment and Stock Purchase Plan
Shares issued for dividend reinvestment pursuant to the 2018 Dividend
Reinvestment and Stock Purchase Plan
Shares issued for auto-investments pursuant to the 2021 Dividend
Reinvestment and Stock Purchase Plan
Shares issued for dividend reinvestment pursuant to the 2021 Dividend
Reinvestment and Stock Purchase Plan
Stock-based compensation
Balance at September 30, 2021
Amount
Shares
7,527,040 $ 17,673 $
— —
— —
125,750 —
(34,887)
(311)
Retained
Earnings
Total
Stockholders’
Equity
57,855 $
7,841
(4,040)
—
(3)
75,528
7,841
(4,040)
—
(314)
2,065
22
—
22
7,750
73
—
(270,896)
(534)
(2,180)
— 1,782
—
7,356,822 $ 18,705 $
— —
— —
59,473 $
7,902
(4,049)
132,588 —
(32,492)
(294)
—
(28)
958
9
—
2,165
19
—
3,219
29
—
73
(2,714)
1,782
78,178
7,902
(4,049)
—
(322)
9
19
29
6,324
58
— 1,438
—
—
58
1,438
7,469,584 $ 19,964 $
63,298 $
83,262
See Accompanying Notes to Financial Statements
38
Hennessy Advisors, Inc.
Statements of Cash Flows
(In thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Fiscal Years Ended September 30,
2021
2020
$
7,902 $
7,841
Depreciation
Change in right-of-use asset and operating lease liability
Deferred income taxes
Deferred offering costs
Stock-based compensation
Unrealized gains on marketable securities
Interest expense associated with debt issuance cost
Change in operating assets and liabilities:
Investment fee income receivable
Prepaid expenses
Other accounts receivable
Other assets
Accrued liabilities and accounts payable
Income taxes payable
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property and equipment
Payments related to management contracts
Net cash used in investing activities
Cash flows from financing activities
Principal payments on bank loan
Shares repurchased pursuant to stock buyback program
Repurchase of vested employee restricted stock for tax withholding
Proceeds from shares issued pursuant to the 2018 Dividend Reinvestment and Stock
Repurchase Plan
Proceeds from shares issued pursuant to the 2021 Dividend Reinvestment and Stock
Repurchase Plan
Dividend payments
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Supplemental disclosures of cash flow information
Cash paid for income taxes
Cash paid for interest
See Accompanying Notes to Financial Statements
232
(59)
921
(11)
1,438
(1)
—
(392)
(151)
101
(33)
338
101
10,386
(249)
—
(249)
—
—
(322)
239
(62)
1,247
—
1,782
—
125
888
(4)
14
1
(1,725)
277
10,623
(172)
(710)
(882)
(17,500)
(2,714)
(314)
9
22
29
(3,972)
(4,256)
5,881
9,955
15,836 $
1,957 $
— $
—
(3,967)
(24,473)
(14,732)
24,687
9,955
1,596
381
$
$
$
39
(1) Organization and Description of Business and Significant Accounting Policies
(a) Organization and Description of Business
Notes to Financial Statements
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 BP Energy Transition Fund, the Hennessy BP 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
shareholders of 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 onsite 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 platforms;
•
•
paying the incentive compensation of the fund’s compliance officers 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
40
•
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 Cornerstone Large Growth Fund and the
Hennessy BP Energy Transition Fund through the expiration of each fund’s expense limitation agreement on November 30,
2019, and October 25, 2020, respectively. The Company continues to waive a portion of its fees with respect to the Hennessy
BP 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
2021 and 2020. Accordingly, the fair values presented in the Company’s financial statements as of the end of fiscal years 2021
and 2020 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.
(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 of less than $1,000 per year were recognized in operations for fiscal years 2021 and 2020.
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 contract 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 2021 and 2020.
41
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 2021.
The Company completed its most recent asset purchase on October 26, 2018, when it purchased the assets related to the
management of the BP Capital TwinLine Energy Fund and the BP Capital TwinLine MLP Fund (the “BP Funds”), which were
reorganized into the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund, respectively, two new series
of Hennessy Funds Trust.
(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 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 2017 through 2021 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, 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
2021
2020
2019
2018
2017
Number of State
Tax Jurisdictions
22
22
19
17
16
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
42
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 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 adoption of the Omnibus Plan. 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 2021 and 2020 have been recognized in the financial
statements.
The Company has available up to 3,734,792 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,
Non-vested balance at beginning of year
Granted
Vested (1)
Forfeited
Non-vested balance at end of year
2021
Weighted Average
Grant Date Fair
Value per Share
2020
Weighted Average
Grant Date Fair
Value per Share
Shares
9.76 313,669 $
8.64 134,625
(10.81) (126,113)
—
—
8.87 322,181 $
12.22
8.13
(14.13)
—
9.76
Shares
322,181 $
134,625
(132,996)
—
323,810 $
(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:
Total expected compensation expense related to RSUs
Recognized compensation expense related to RSUs
September 30, 2021
(In thousands, except years)
16,905
$
(14,034)
Unrecognized compensation expense related to RSUS
$
Weighted average remaining period to expense for RSUs
2,871
3.0
43
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 12,666 and 9,815 shares of common stock in fiscal years 2021 and 2020, respectively. The maximum number of shares
that may be issued under the DRSPP is 1,470,000, of which 1,460,457 shares remained available for issuance as of
September 30, 2021.
Stock Buyback Program
In August 2010, the Company adopted a stock buyback program. The program provides that the Company may
repurchase up to 1,500,000 shares of its common stock and has no expiration date. Share repurchases may be made in the open
market, in privately negotiated transactions, or otherwise. A total of 596,368 shares remains available for repurchase under the
stock buyback program. The Company temporarily suspended repurchases under the stock buyback program as of March 24,
2020, so the Company did not repurchase any shares of its common stock pursuant to the stock buyback program during fiscal
year 2021.
(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.
Based on the definitions, the following table represents the Company’s assets categorized in the Level 1 to Level 3
hierarchies:
September 30, 2021
Level 1
Level 2
Level 3
Total
(In thousands)
Money market fund deposits
Mutual fund investments
Total
Amounts included in
Cash and cash equivalents
Investments in marketable securities
Total
$ 11,554 $
— $
10 — —
— $ 11,554
10
$ 11,564 $
— $
— $ 11,564
$ 11,554 $
— $
10 — —
— $ 11,554
10
$ 11,564 $
— $
— $ 11,564
44
Money market fund deposits
Mutual fund investments
Total
Amounts included in
Cash and cash equivalents
Investments in marketable securities
Total
September 30, 2020
Level 1
Level 2
Level 3
Total
$ 6,053 $
(In thousands)
— $
9 — —
— $ 6,053
9
$ 6,062 $
— $
— $ 6,062
$ 6,053 $
— $
9 — —
— $ 6,053
9
$ 6,062 $
— $
— $ 6,062
There were no transfers between levels during fiscal years 2021 or 2020.
(3)
Investments
The cost, gross unrealized gains, gross unrealized losses, and fair market value of the Company’s trading investments
were as follows:
2021
2020
Mutual fund investments
Total
Mutual fund investments
Total
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Cost
Total
(In thousands)
$
4 $
4
$
4 $
4
24 $
24
23 $
23
(18) $
10
(18) 10
(18) $
(18)
9
9
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:
Equipment
Leasehold improvements
Furniture and fixtures
IT infrastructure
Software
Property and equipment, gross
Accumulated depreciation
Property and equipment, net
September 30,
2020
2021
599 $
(In thousands)
$
538
154 154
391 391
71
84
933 758
2,161 1,912
(1,850) (1,618)
$
311 $
294
During each of fiscal year 2021 and fiscal year 2020, 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 $80.6 million as of the end of fiscal year 2021, unchanged from the
end of fiscal year 2020. 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.
45
(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.
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 would terminate. 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 BP Energy Transition Fund, the Hennessy BP Midstream 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 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.
(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. The
renewed lease expires on July 31, 2024. The lease renewal created a long-term operating lease as of March 31, 2021, and the
Company recorded a right-of-use asset of $1.1 million on the balance sheet. 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 exercised, so
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, 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:
Operating lease right-of-use assets
Current operating lease liability
Long-term operating lease liability
Weighted average remaining lease term
Weighted average discount rate
46
September 30, 2021
(In thousands,
except years
and percentages)
$
$
$
1,010
359
646
2.8
0.90%
For fiscal years 2021 and 2020, the Company’s lease payments related to its operating lease right-of-use assets totaled
$0.43 million and $0.44 million, respectively, and total rent expense for all offices, which is recorded under general and
administrative expense in the statements of income, totaled $0.51 million and $0.57 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:
Fiscal year 2022 undiscounted cash flows
Fiscal year 2023
Fiscal year 2024
Total undiscounted cash flows
Present value discount
September 30,
2021
(In thousands)
363
374
286
1,023
(18)
1,005
Total operating lease liabilities
$
(8) Accrued Liabilities and Accounts Payable
The details relating to the accrued liabilities and accounts payable reflected on the Company’s balance sheet are as
follows:
Accrued bonus liabilities
Accrued sub-advisor fees
Other accrued expenses
Total accrued expenses
(9) Bank Loan
September 30
2020
2021
(In thousands)
$ 2,738 $ 2,571
628 552
785 690
$ 4,151 $ 3,813
On March 26, 2020, the Company prepaid in full all principal, accrued interest, and costs and expenses outstanding under
its term loan agreement with U.S. Bank National Association. The aggregate prepayment amount of $15.4 million was funded
by cash on hand, and the Company did not incur any prepayment penalties.
(10) Commitments and Contingencies
The Company has no commitments and no significant contingencies with original terms in excess of one year other than
operating leases, which are discussed in Note 7.
(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 2021 and 2020. 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.
47
(12) Income Taxes
As of the end of each of fiscal years 2021 and 2020, the Company’s gross liability for unrecognized tax benefits related to
uncertain tax positions was $0.6 million. If the tax benefits of such amounts were recognized, $0.50 million of such amounts
would decrease the Company’s effective income tax rate. The Company’s net liability for accrued interest and penalties was
$0.30 million and $0.27 million as of September 30, 2021, and September 30, 2020, respectively. 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, 2021, and September 30, 2020, the Company recognized approximately $0.03 million and $0.04 million in
interest and penalties, respectively.
The Company’s activity was as follows:
Beginning year balance
Decrease related to prior year tax positions
Increase related to current year tax positions
Settlements
Lapse of statutes of limitations
Ending year balance
Fiscal Years Ended
September 30,
2021
2020
(In thousands)
$
$
608 $
—
—
—
—
608 $
608
—
—
—
—
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.
The Company’s income tax expense was as follows:
Current
Federal
State
Total Current
Deferred
Federal
State
Total Deferred
Total
Fiscal Years Ended
September 30,
2020
2021
(In thousands)
$
1,545 $
513
2,058
1,321
552
1,873
752
169
921
2,979 $
904
343
1,247
3,120
$
The principal reasons for the differences from the federal statutory income tax rate and the Company’s effective tax rate
were as follows:
Federal statutory income tax rate
State income taxes, net of federal benefit
Permanent and other differences
Difference due to executive compensation
Tax return to provision adjustments
Uncertain tax position allowance
Stock-based compensation
Effective income tax rate
48
Fiscal Years Ended
September 30,
2021
2020
21.0%
4.1
0.3
1.3
0.1
0.3
0.3
27.4%
21.0%
4.3
0.2
1.1
(0.1)
0.4
1.6
28.5%
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as
follows:
Deferred tax assets
Accrued compensation
Stock compensation
State taxes
Capital loss carryforward
ROU asset/lease liability
Gross deferred tax assets
Disallowed capital loss
Net deferred tax assets
Deferred tax liabilities
Property and equipment
Management contracts
Total deferred tax liabilities
Net deferred tax liabilities
Fiscal Years Ended
September 30,
2020
2021
(In thousands)
$
47
60 $
13
2
245
266
7
7
(1) —
334
(7)
327
312
(7)
305
(33)
(12,731)
(28)
(11,793)
(12,764)
(11,821)
$ (12,437) $ (11,516)
(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:
Weighted average common stock outstanding, basic
Dilutive impact of RSUs
Weighted average common stock outstanding, diluted
September 30,
2021
7,367,948
41,164
2020
7,352,495
26,234
7,409,112
7,378,729
For fiscal years 2021 and 2020, the Company excluded 65,098 and 186,520 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, 2021, exceeded the insurance limits of the Federal Deposit Insurance Corporation by
approximately $4.0 million. In addition, total cash and cash equivalents include $11.5 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 December 1, 2020, the filing date of its most
recent previously filed Annual Report on Form 10-K, and November 24, 2021, 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 2021.
(16) Subsequent Events
As of November 24, 2021, 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 2021, and determined the following to be subsequent events:
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, which included the full exercise of the underwriters’ overallotment option. The 2026 Notes bear interest
49
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.
On October 29, 2021, the Company announced a quarterly cash dividend of $0.1375 per share paid on November 23,
2021, to shareholders of record as of November 11, 2021. 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.
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, 2021, 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, 2021, 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, 2021,
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, 2021, 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.
50
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 2022 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
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, 2021
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)
328,150
—
328,150
—
—
—
1,352,012
—
1,352,012
Plan Category
Equity compensation plans
approved by security
holders (1)
Equity compensation plans not
approved by security
holders
Total
(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 3,734,792 shares, as of the end of fiscal
year 2021.
51
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.
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules for Hennessy Advisors, Inc. are included in Item 8, “Financial
PART IV
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
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
Amended and Restated Articles of Incorporation (11)
Fifth Amended and Restated Bylaws (13)
Description of Securities
Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank National Association, as
trustee (17)
First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S. Bank
National Association, as trustee (17)
License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc. (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)
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)
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)
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
Investment Advisory Agreement, dated as of October 26, 2018, between the registrant and Hennessy Funds
Trust (on behalf of the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (15)
52
10.7
10.8
10.9
Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment
Management, LLC (for the Hennessy Focus Fund) (4)
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)
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)
10.10 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)
10.11 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)
10.12 Sub-Advisory Agreement, dated as of October 26, 2018, between the registrant and BP Capital Fund Advisors,
LLC (for the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (15)
10.13 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)
10.14 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)
10.15 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) (16)
10.16 Hennessy Advisors, Inc. Amended and Restated 2013 Omnibus Incentive Plan (6)
10.17 Form of Restricted Stock Unit Award Agreement for Employees (1)(5)
10.18 Form of Restricted Stock Unit Award Agreement for Directors (1)(5)
10.19 Form of Stock Option Award Agreement for Employees (1)(5)
10.20 Form of Stock Option Award Agreement for Directors (1)(5)
10.21 Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and
Teresa M. Nilsen (1)(13)
10.22 Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B.
Steadman (1)(9)
10.23 Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(13)
10.24 Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant
and Neil J. Hennessy (1)(16)
23.1
31.1
Consent of Marcum LLP, Independent Registered Public Accounting Firm
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
101
Financial statements from the Annual Report on Form 10-K of the registrant for the year ended September 30,
2021, filed on November 24, 2021, 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).
53
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)
(3)
(4)
(5)
(6)
(7)
(8)
Incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No. 333-66970) filed August 6,
2001.
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.
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.
Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18,
2013.
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.
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.
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.
(15) Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2018 (SEC File No. 001-
36423), filed November 28, 2018.
(16) Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed February 25, 2019.
(17) Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423), filed October 20, 2021.
ITEM 16. FORM 10-K SUMMARY
None.
54
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:
SIGNATURES
Hennessy Advisors, Inc.
(Registrant)
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)
Date:
November 24, 2021
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:
By:
By:
By:
By:
By:
By:
By:
By:
/s/ Kathryn R. Fahy
Kathryn R. Fahy
Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer)
/s/ Neil J. Hennessy
Neil J. Hennessy
Chief Executive Officer and Chairman of the Board of Directors
/s/ Daniel B. Steadman
Daniel B. Steadman
Executive Vice President and Director
/s/ Henry Hansel
Henry Hansel
Director
/s/ Brian A. Hennessy
Brian A. Hennessy
Director
/s/ Daniel G. Libarle
Daniel G. Libarle
Director
/s/ Rodger Offenbach
Rodger Offenbach
Director
/s/ Susan W. Pomilia
Susan W. Pomilia
Director
/s/ Thomas L. Seavey
Thomas L. Seavey
Director
55
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Date:
November 24, 2021
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement of Hennessy Advisors, Inc. on Form S-3 (No. 333-251201)
and Form S-8 (No. 333-188439) of our report dated November 24, 2021, with respect to our audits of the financial statements of
Hennessy Advisors, Inc. as of September 30, 2021 and 2020, and for the years ended September 30, 2021 and 2020, which report is
included in this Annual Report on Form 10-K of Hennessy Advisors, Inc. for the year ended September 30, 2021.
Exhibit 23.1
/s/ Marcum LLP
Marcum LLP
Costa Mesa, California
November 24, 2021
Rule 13a – 14a Certification of the Principal Executive Officer
I, Teresa M. Nilsen, certify that:
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Hennessy Advisors, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
/s/ Teresa M. Nilsen
Teresa M. Nilsen, President
Hennessy Advisors, Inc.
Date: November 24, 2021
Rule 13a – 14a Certification of the Principal Financial Officer
I, Kathryn R. Fahy, certify that:
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Hennessy Advisors, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
/s/ Kathryn R. Fahy
Kathryn R. Fahy, Chief Financial Officer
Hennessy Advisors, Inc.
Date: November 24, 2021
Written Statement of the Principal Executive Officer
Pursuant to 18 U.S.C. § 1350
Exhibit 32.1
Solely for the purposes of complying with 18 U.S.C. § 1350, I, the undersigned President of Hennessy Advisors, Inc. (the
“Company”), hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the year ended
September 30, 2021 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and
that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ Teresa M. Nilsen
Teresa M. Nilsen, President
Hennessy Advisors Inc.
Date: November 24, 2021
Written Statement of the Principal Financial Officer
Pursuant to 18 U.S.C. § 1350
Exhibit 32.2
Solely for the purposes of complying with 18 U.S.C. § 1350, I, the undersigned Chief Financial Officer of Hennessy Advisors,
Inc. (the “Company”), hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the year
ended September 30, 2021 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of
1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Kathryn R. Fahy
Kathryn R. Fahy, Chief Financial Officer
Hennessy Advisors, Inc.
Date: November 24, 2021
(This page intentionally left blank.) SKU: 001CSN4D8B