HENNESSY ADVISORS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements: Report of Independent Registered Public Accounting Firm 42 Balance Sheets 43 Statements of Income 44 Statements of Changes in Stockholders’ Equity 45 Statements of Cash Flows 46 Notes to Financial Statements 47 41 Table of Contents 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, 2024 and 2023, the related statements of income, changes in stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024, 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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of the Management Contract Asset – Impairment Consideration As described in Note 1(f) to the financial statements, the Company has historically capitalized the cost of purchasing management contracts as intangible assets. These intangible assets are considered to have indefinite useful lives and are therefore not amortized, but rather tested at least annually for impairment. As part of this annual test, management (i) evaluates whether events and circumstances indicate that it is more likely than not that impairment exists, and/or (ii) estimates the fair value of such intangible assets and compares it to the cost of the assets to determine whether impairment has occurred. Management’s estimate of the fair value of the management contract asset involves subjective assumptions that include stock market returns, fund flows and weighted average cost of capital. We have determined that the valuation of the management contract asset constitutes a critical audit matter for the following reasons: (i) it is a matter that should be communicated to the audit committee, since it involves a significant management estimate; (ii) it involves a material account balance; and (iii) it involves especially subjective auditor judgment. We have addressed this critical audit matter by performing appropriate audit procedures. These procedures included (i) assessing management’s evaluation of whether events or circumstances indicate that it is more likely than not that impairment exists; (ii) evaluating the reasonableness of management’s fair value estimate assumptions; and (iii) testing the mathematical accuracy of management’s valuation model. Professionals with specialized skills and knowledge were used to assist in evaluating the measurement of the Company’s estimated fair value of the management contract asset. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2004. San Francisco, CA December 11, 2024 42 Table of Contents Hennessy Advisors, Inc. Balance Sheets (In thousands, except share and per share amounts) September 30, 2024 2023 Assets Current assets Cash and cash equivalents $ 63,922 $ 60,476 Investments in marketable securities, at fair value 11 10 Investment fee income receivable 2,964 2,046 Interest income receivable 250 253 Prepaid expenses 817 669 Other accounts receivable 312 247 Total current assets 68,276 63,701 Property and equipment, net of accumulated depreciation of $ 1,540 and $ 2,287 , respectively 374 305 Operating lease right-of-use asset 1,014 295 Management contracts 82,252 81,262 Other assets 183 156 Total assets $ 152,099 $ 145,719 Liabilities and Stockholders' Equity Current liabilities Accrued liabilities and accounts payable $ 4,441 $ 3,165 Operating lease liability 332 279 Income taxes payable 181 748 Total current liabilities 4,954 4,192 Notes payable, net of issuance costs 39,477 39,164 Long-term operating lease liability 695 - Net deferred income tax liability 15,662 14,611 Total liabilities 60,788 57,967 Commitments and contingencies (Note 10) Stockholders' equity Common stock, no par value, 22,500,000 shares authorized; 7,778,335 shares issued and outstanding as of September 30, 2024, and 7,671,099 as of September 30, 2023 22,592 21,800 Retained earnings 68,719 65,952 Total stockholders' equity 91,311 87,752 Total liabilities and stockholders' equity $ 152,099 $ 145,719 See Accompanying Notes to Financial Statements 43 Table of Contents Hennessy Advisors, Inc. Statements of Income (In thousands, except share and per share amounts) Fiscal Years Ended September 30, 2024 2023 Revenue Investment advisory fees $ 27,524 $ 22,090 Shareholder service fees 2,122 1,930 Total revenue 29,646 24,020 Operating expenses Compensation and benefits 9,064 7,732 General and administrative 6,484 5,479 Fund distribution and other 818 486 Sub-advisory fees 4,169 3,759 Depreciation 244 230 Total operating expenses 20,779 17,686 Net operating income 8,867 6,334 Interest income ( 3,112 ) ( 2,522 ) Interest expense 2,275 2,256 Income before income tax expense 9,704 6,600 Income tax expense 2,607 1,829 Net income $ 7,097 $ 4,771 Earnings per share Basic $ 0.92 $ 0.63 Diluted $ 0.92 $ 0.63 Weighted average shares outstanding Basic 7,680,706 7,580,120 Diluted 7,721,781 7,603,676 Cash dividends declared per share $ 0.55 $ 0.55 See Accompanying Notes to Financial Statements 44 Table of Contents Hennessy Advisors, Inc. Statements of Changes in Stockholders' Equity (In thousands, except share data) Common Stock Retained Total Stockholders' Shares Amount Earnings Equity Balance at September 30, 2022 7,571,741 $ 20,951 $ 65,347 $ 86,298 Net income - - 4,771 4,771 Dividends paid - - ( 4,166 ) ( 4,166 ) Employee and director restricted stock vested 124,015 - - - Repurchase of vested employee restricted stock for tax withholding ( 34,192 ) ( 233 ) - ( 233 ) Shares issued for auto-investments pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan 1,206 9 - 9 Shares issued for dividend reinvestment pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan 8,329 64 - 64 Stock-based compensation - 1,026 - 1,026 Employee restricted stock forfeiture - ( 17 ) - ( 17 ) Balance at September 30, 2023 7,671,099 $ 21,800 $ 65,952 $ 87,752 Net income - - 7,097 7,097 Dividends paid - - ( 4,222 ) ( 4,222 ) Employee and director restricted stock vested 133,744 - - - Repurchase of vested employee restricted stock for tax withholding ( 39,410 ) ( 295 ) ( 108 ) ( 403 ) Shares issued for auto-investments pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan 1,245 8 - 8 Shares issued for dividend reinvestment pursuant to the 2021 Dividend Reinvestment and Stock Purchase Plan 2,625 17 - 17 Shares issued for auto-investments pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan 2,243 19 - 19 Shares issued for dividend reinvestment pursuant to the 2024 Dividend Reinvestment and Stock Purchase Plan 6,789 53 - 53 Stock-based compensation - 990 - 990 Balance at September 30, 2024 7,778,335 $ 22,592 $ 68,719 $ 91,311 See Accompanying Notes to Financial Statements 45 Table of Contents Hennessy Advisors, Inc. Statements of Cash Flows (In thousands) Fiscal Years Ended September 30, 2024 2023 Cash flows from operating activities Net income $ 7,097 $ 4,771 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 244 230 Unrealized loss gain on marketable securities ( 1 ) ( 1 ) Change in right-of-use asset and operating lease liability 29 ( 11 ) Amortization of note issuance costs 313 294 Deferred income taxes 1,051 1,123 Employee restricted stock forfeiture - ( 17 ) Stock-based compensation 990 1,026 Change in operating assets and liabilities: Investment fee income receivable ( 918 ) 5 Interest income receivable 3 ( 153 ) Prepaid expenses ( 148 ) 84 Other accounts receivable ( 65 ) 10 Other assets ( 27 ) - Accrued liabilities and accounts payable 1,276 ( 155 ) Income taxes payable ( 567 ) ( 72 ) Net cash provided by operating activities 9,277 7,134 Cash flows from investing activities Purchases of property and equipment ( 313 ) ( 215 ) Payments related to management contracts ( 990 ) ( 604 ) Net cash used in investing activities ( 1,303 ) ( 819 ) Cash flows from financing activities Repurchase of vested employee restricted stock for tax withholding ( 403 ) ( 233 ) Proceeds from shares issued pursuant to the 2021 Dividend Reinvestment and Stock Repurchase Plan 8 9 Proceeds from shares issued pursuant to the 2024 Dividend Reinvestment and Stock Repurchase Plan 19 - Dividend payments ( 4,152 ) ( 4,102 ) Net cash used in financing activities ( 4,528 ) ( 4,326 ) Net increase in cash and cash equivalents 3,446 1,989 Cash and cash equivalents at the beginning of the period 60,476 58,487 Cash and cash equivalents at the end of the period $ 63,922 $ 60,476 Supplemental disclosures of cash flow information Cash paid for income taxes $ 2,124 $ 779 Cash paid for interest $ 1,962 $ 1,962 Dividend investment issued in shares $ 70 $ 64 See Accompanying Notes to Financial Statements 46 Table of Contents Notes to Financial Statements ( 1 ) Organization and Description of Business and Significant Accounting Policies (a) Organization and Description of Business Hennessy Advisors, Inc. (the “Company”) was founded on February 1, 1989, as a California corporation under the name Edward J. Hennessy, Incorporated. In 1990, the Company became a registered investment advisor, and on April 15, 2001, the Company changed its name to Hennessy Advisors, Inc. The Company’s operating activities consist primarily of providing investment advisory services to 16 open-end mutual funds and one exchange‑traded fund (“ETF”) branded as the Hennessy Funds. The Company serves as the investment advisor to all classes of the Hennessy Cornerstone Growth Fund, the Hennessy Focus Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Equity and Income Fund, the Hennessy Balanced Fund, the Hennessy Energy Transition Fund, the Hennessy Midstream Fund, the Hennessy Gas Utility Fund, the Hennessy Japan Fund, the Hennessy Japan Small Cap Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund (collectively, the “Hennessy Mutual Funds”), as well as to the Hennessy Stance ESG ETF. The Company also provides shareholder services to investors in the Hennessy Mutual Funds. The employee retention credit (“ERC”), as originally enacted on March 27, 2020, by the CARES Act, was a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer paid to employees and allowed claims through December 31, 2021, by eligible employers who retained employees during the COVID‑19 pandemic. The Company filed Form 941‑X to request an ERC from the Internal Revenue Service. In May 2023, the Company received an ERC of approximately $ 0.3 million plus accrued interest. For‑profit entities do not have specific guidance to apply under accounting principles generally accepted in the United States to account for ERCs and therefore follow guidance in accordance with Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20” ). In accordance with IAS 20, the Company is netting the credit against related payroll expense in the current period. The Company’s operating revenues consist of contractual investment advisory and shareholder service fees paid to it by the Hennessy Funds. The Company earns investment advisory fees from each Hennessy Fund by, among other things: ● acting as portfolio manager for the fund or overseeing the sub‑advisor acting as portfolio manager for the fund, which includes managing the composition of the fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the fund’s investment objectives, policies, and restrictions), seeking best execution for the fund’s portfolio, managing the use of soft dollars for the fund, and managing proxy voting for the fund; ● performing a daily reconciliation of portfolio positions and cash for the fund; ● monitoring the liquidity of the fund; ● monitoring the fund’s compliance with its investment objectives and restrictions and federal securities laws; ● maintaining a compliance program (including a code of ethics), conducting ongoing reviews of the compliance programs of the fund’s service providers (including any sub‑advisor), including their codes of ethics, as appropriate, conducting on‑site visits to the fund’s service providers (including any sub-advisor) as feasible, monitoring incidents of abusive trading practices, reviewing fund expense accruals, payments, and fixed expense ratios, evaluating insurance providers for fidelity bond, directors and officers and errors and omissions insurance, and cybersecurity insurance coverage, managing regulatory examination compliance and responses, conducting employee compliance training, reviewing reports provided by service providers, and maintaining books and records; ● if applicable, overseeing the selection and continued employment of the fund’s sub‑advisor, reviewing the fund’s investment performance, and monitoring the sub‑advisor’s adherence to the fund’s investment objectives, policies, and restrictions; 47 Table of Contents ● 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 financial institution 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 ● 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 Mutual 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 and actively participating as a liaison between investors in the Hennessy Funds and U.S. Bank Global Fund Services. Investment advisory and shareholder service 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 Company recognizes revenues when its obligations related to the investment advisory and shareholder services are satisfied, and it is probable that a significant reversal of the revenue amount would not occur in future periods. Management judgment is required in assessing the probability of significant revenue reversal and in identification of distinct services. Investment advisory and shareholder services are performed over time because investors in the Hennessy Funds are receiving and consuming the benefits as they are provided by the Company. Fees are based on contractual percentages of net asset values of each Hennessy Fund and recognized for services provided during the period, which are distinct from services provided in other periods. Such fees are affected by changes in net asset values, including market appreciation or depreciation, foreign exchange translation, and net inflows or outflows of the Hennessy Funds. Assets under management represent the broad range of financial assets the Company manages for the Hennessy Funds on a discretionary basis pursuant to investment management and shareholder servicing agreements that are expected to continue for at least 12 months. In general, reported assets under management reflect the valuation methodology that corresponds to the basis used for determining revenue. 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. 48 Table of Contents The Company waives a portion of its fees with respect to the Hennessy Midstream Fund, the Hennessy Technology Fund, and the Hennessy Stance ESG ETF 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 2024 and 2023 . Accordingly, the fair values presented in the Company’s financial statements as of the end of fiscal years 2024 and 2023 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 and losses of less than $ 1,000 per year were recognized in operations for fiscal years 2024 and 2023 . 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 12 purchases of the assets related to the management of 33 different investment 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. Although a quantitative analysis of the fair value of the management contract asset was not required, management performed a high-level analysis for internal purposes only. The fair value of the management contract asset was estimated as of the end of fiscal years 2024 and 2023 by applying the income approach and was based on management estimates and assumptions, including third -party valuations that utilize appropriate valuation techniques. The analysis further supported that there was no “more-likely-than- not” impairment trigger as of such dates. 49 Table of Contents 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 considered various factors, such as likelihood of continued renewal, whether there are foreseeable limits on net cash flows, and whether the Company is dependent on a limited number of investors, in determining the useful life of the management contracts. Based on analysis, the Company considers the management contract asset to be an intangible asset with an indefinite useful life and no impairment as of the end of fiscal year 2024 . The Company completed its most recent asset purchases on November 10, 2023, and February 23, 2024, when it purchased assets related to the management of the CCM Small/Mid-Cap Impact Value Fund and the CCM Core Impact Equity Fund (each, a “CCM Fund”), respectively. These asset purchases added approximately $ 12 million and $ 59 million to the Company’s assets under management at the time of closing with respect to the CCM Small/Mid-Cap Impact Value Fund and the CCM Core Impact Equity Fund, respectively. Each purchase was consummated in accordance with the terms and conditions of that certain Transaction Agreement, dated as of April 26, 2023, between the Company and Community Capital Management, LLC. Upon completion of each transaction, the assets of the applicable CCM Fund were reorganized into the Hennessy Stance ESG ETF. In fiscal year 2024, the Company capitalized $ 1.0 million in purchase price and other costs for the purchase of assets related to the management of the CCM Funds. (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 12 in this Item 8, “Financial Statements and Supplementary Data.” 50 Table of Contents The Company is subject to income tax in the U.S. federal jurisdiction and various state jurisdictions. The Company’s U.S. federal income taxes for 2019 through 2023 remain open and subject to examination. 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 2024 Omnibus Incentive Plan Effective as of February 8, 2024, the Company adopted, and the Company’s shareholders approved, the 2024 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 Omnibus Plan replaced the Amended and Restated 2013 Omnibus Incentive Plan. Under the Omnibus Plan, participants may be granted RSUs, among other awards, each of which represents an unfunded, unsecured right to receive a share of the Company’s common stock on the dates 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. 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. The Omnibus Plan contains change of control provisions whereby, among other things, all outstanding RSUs and other securities issued under the Omnibus Plan will vest immediately upon the occurrence of the following events constituting a change of control of the Company: (i) an acquisition, in any one transaction or series of transactions, after which any individual, entity or group has beneficial ownership of 50 % or more of either the then outstanding shares of the common stock or combined voting power of the Company’s then outstanding voting securities, but excluding an acquisition (A) by the Company or any of its employee benefit plans (or related trusts), (B) by Neil J. Hennessy or any affiliate, or (C) by any corporation which, following the acquisition, is beneficially owned, directly or indirectly, in substantially the same proportions, by the beneficial owners of the common stock and voting securities of the Company immediately prior to such acquisition, (ii) 50 % or more of the members of the Company’s Board of Directors (A) are not continuing directors, or (B) are nominated or elected by the same beneficial owner or are elected or appointed in connection with an acquisition of the Company, or (iii) the (A) consummation of a reorganization, merger, share exchange, consolidation or similar transaction, with respect to which the beneficial owners of the Company immediately prior to such transaction do not, following such transaction, beneficially own more than 50 % of the then outstanding shares of common stock and voting securities of the corporation resulting from the transaction, (B) consummation of the sale or other disposition of all or substantially all of the assets of the Company or (C) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. All compensation costs related to RSUs vested during fiscal years 2024 and 2023 have been recognized in the financial statements. 51 Table of Contents The Company has available up to 3,671,300 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, 2024 2023 Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Non-vested balance at beginning of year 345,155 $ 6.91 315,561 $ 8.15 Granted 163,700 8.96 159,700 5.53 Vested ( 121,161 ) ( 7.38 ) ( 124,746 ) ( 8.22 ) Forfeited - ( 5,360 ) ( 8.12 ) Non-vested balance at end of year 387,694 $ 7.63 345,155 $ 6.91 Additional information related to RSUs is as follows: September 30, 2024 (In thousands, except years) Unrecognized compensation expense related to RSUs $ 2,862 Weighted average remaining period to expense for RSUs (in years) 3.1 Dividend Reinvestment and Stock Purchase Plan In January 2024, 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 2021. 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 12,902 and 9,535 shares of common stock in fiscal years 2024 and 2023 , respectively. The maximum number of shares that may be issued under the DRSPP is 1,530,000 , of which 1,520,968 shares remained available for issuance as of September 30, 2024 . 52 Table of Contents Stock Buyback Program In August 2010, the Company’s Board of Directors adopted a stock buyback program pursuant to which the Company was authorized to repurchase up to 1,500,000 shares of its common stock in the open market, in privately negotiated transactions, or otherwise. The program does not have an expiration date. In August 2022, the Board of Directors increased the number of shares that may be repurchased under the program to 2,000,000 shares. A total of 1,096,368 shares remain available for repurchase under the stock buyback program. The Company did not repurchase any shares of its common stock pursuant to the stock buyback program during fiscal year 2024 . (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. 53 Table of Contents Based on the definitions, the following table represents the Company’s assets categorized in the Level 1 to Level 3 hierarchies: September 30, 2024 Level 1 Level 2 Level 3 Total (In thousands) Money market fund deposits $ 60,946 $ - $ - $ 60,946 Mutual fund investments 11 - - 11 Total $ 60,957 $ - $ - $ 60,957 Amounts included in Cash and cash equivalents $ 60,946 $ - $ - $ 60,946 Investments in marketable securities 11 - - 11 Total $ 60,957 $ - $ - $ 60,957 September 30, 2023 Level 1 Level 2 Level 3 Total (In thousands) Money market fund deposits $ 59,382 $ - $ - $ 59,382 Mutual fund investments 10 - - 10 Total $ 59,392 $ - $ - $ 59,392 Amounts included in Cash and cash equivalents $ 59,382 $ - $ - $ 59,382 Investments in marketable securities 10 - - 10 Total $ 59,392 $ - $ - $ 59,392 There were no transfers between levels during fiscal years 2024 or 2023 . The fair values of receivables, payables, and accrued liabilities approximate their book values given the short-term nature of those instruments. The fair value of the 2026 Notes (see Note 9 in this Item 8, “Financial Statements and Supplementary Data”) was approximately $ 38.3 million as of September 30, 2024 , based on the last trading price of the notes on that date (Level 1 ). The Company did not elect to apply the fair value option to the carrying value of the 2026 Notes under Accounting Standards Codification 825 — Financial Instruments. 54 Table of Contents ( 3 ) Investments The cost, gross unrealized gains, gross unrealized losses, and fair market value of the Company’s trading investments were as follows: Cost Gross Unrealized Gains Gross Unrealized Losses Total (In thousands) 2024 Mutual fund investments $ 10 $ 1 $ - $ 11 Total 10 1 - 11 2023 Mutual fund investments $ 9 $ 1 $ - $ 10 Total 9 1 - 10 The mutual fund investments are included as a separate line item in current assets on the Company’s balance sheets. ( 4 ) Property and Equipment, Net The following table summarizes the Company’s property and equipment balances: September 30, 2024 2023 (In thousands) Equipment $ 324 $ 786 Leasehold improvements 154 154 Furniture and fixtures 344 399 IT infrastructure 87 87 Software 1,005 1,166 Property and equipment, gross 1,914 2,592 Accumulated depreciation ( 1,540 ) ( 2,287 ) Property and equipment, net $ 374 $ 305 The following useful lives are assigned to fixed assets: furniture is seven years, equipment is three years, and software ranges from one to three years. During each of fiscal year 2024 and 2023 , depreciation expense was $ 0.2 million. ( 5 ) Management Contracts The costs related to the Company’s purchase of assets related to management contracts are capitalized as incurred and comprise the management contract asset. This asset was $ 82.3 million as of the end of fiscal year 2024 , an increase of $ 1.0 million from the end of fiscal year 2023 . The increase was related to expenses incurred in connection with the purchase of assets related to the management of two mutual funds previously managed by CCM that were reorganized into the Hennessy Stance ESG ETF. The Company considers the management contract asset to be an intangible asset per Accounting Standards Codification 350 — Intangibles – Goodwill and Other. The purchase costs that comprise the management contract asset include consideration to the seller, as well as legal and similar external transaction costs. ( 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 17 Hennessy Funds. 55 Table of Contents The investment advisory agreements must be renewed annually (except in limited circumstances) by (a) the Funds’ Board of Trustees or the vote of a majority of the outstanding shares of the applicable Hennessy Fund and (b) the vote of a majority of the trustees of Hennessy Funds Trust who are not interested persons of the Hennessy Funds. If an investment advisory agreement is not renewed, it terminates automatically. There are two additional circumstances in which an investment advisory agreement terminates. First, an investment advisory agreement automatically terminates if the Company assigns it to another advisor (assignment includes “indirect assignment,” which is the direct or indirect transfer of the Company’s common stock in sufficient quantities deemed to constitute a controlling block). Second, an investment advisory agreement may be terminated prior to its expiration upon 60 days’ written notice by either the applicable Hennessy Fund or the Company. As provided in each investment advisory agreement, the Company receives investment advisory fees monthly based on a percentage of the applicable fund’s average daily net asset value. The Company has entered into sub-advisory agreements for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Japan Fund, the Hennessy Japan Small Cap Fund, and the Hennessy Stance ESG ETF. Under each of these sub-advisory agreements, the sub‑advisor is responsible for the investment and reinvestments of the assets of the applicable Hennessy Fund in accordance with the terms of such agreement and the applicable Hennessy Fund’s Prospectus and Statement of Additional Information. The sub‑advisors are subject to the direction, supervision, and control of the Company and the Funds’ Board of Trustees. The sub‑advisory agreements must be renewed annually (except in limited circumstances) in the same manner as, and are subject to the same termination provisions as, the investment advisory agreements. In exchange for the sub-advisory services, the Company ( not the Hennessy Funds) pays sub-advisory fees to the sub-advisors out of its own assets. Sub‑advisory fees are calculated as a percentage of the applicable sub‑advised fund’s average daily net asset value. ( 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. There were no long‑term operating leases as of September 30, 2023. During the quarter ended March 31, 2024, the Company renewed the lease for its office in Novato, California for an additional three years. The renewed lease will expire on July 31, 2027 . The renewal created a long‑term operating lease asset recorded during the quarter ended March 31, 2024. There were no other long‑term operating leases as of September 30, 2024. Upon renewal of the lease for its office in Novato, California, the Company recorded a right‑of‑use asset of $ 1.1 million on its 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, and, therefore, the amounts are not recognized as part of operating lease right‑of‑use assets or operating lease liabilities. Leases with initial terms of 12 months or less, and certain office equipment leases that are deemed insignificant, are not recorded on the balance sheet and are expensed as incurred and included within rent expense under general and administrative expense. Lease expense related to operating leases is recognized on a straight-line basis over the expected lease terms. 56 Table of Contents The Company’s most significant leases are real estate leases of office facilities. The Company leases office space under non-cancelable operating leases. Its principal executive office is located in Novato, California, and it has additional offices in Austin, Texas, Dallas, Texas, Boston, Massachusetts, and Chapel Hill, North Carolina. Only the office lease in Novato, California has been capitalized because the other operating leases have terms of 12 months or less, including leases that are month‑to‑month in nature. The classification of the Company’s operating lease right-of-use assets and operating lease liabilities and other supplemental information related to the Company’s operating leases are as follows: September 30, 2024 (In thousands, except years and percentages) Operating lease right-of-use assets $ 1,014 Current operating lease liability $ 332 Long-term operating lease liability $ 695 Weighted average remaining lease term 2.8 Weighted average discount rate 6.15 % Operating lease liabilities arising from obtaining right-of-use assets $ 1,055 For fiscal years 2024 and 2023 , the Company’s lease payments related to its operating lease right-of-use assets totaled $ 0.41 million and $ 0.37 million, respectively, and total rent expense for all offices, which is recorded under general and administrative expense in the statements of income, totaled $ 0.56 million and $ 0.51 million, respectively. The undiscounted cash flows for future maturities of the Company’s operating lease liabilities and the reconciliation to the balance of operating lease liabilities reflected on the Company’s balance sheet are as follows: September 30, 2024 (In thousands) Fiscal year 2025 $ 384 Fiscal year 2026 395 Fiscal year 2027 338 Total undiscounted cash flows 1,117 Present value discount ( 90 ) Total operating lease liabilities $ 1,027 ( 8 ) Accrued Liabilities and Accounts Payable Details relating to the accrued liabilities and accounts payable reflected on the Company’s balance sheet are as follows: September 30, 2024 2023 (In thousands) Accrued bonus liabilities $ 2,943 $ 2,260 Accrued sub-advisor fees 376 310 Other accrued expenses 1,122 595 Total accrued expenses $ 4,441 $ 3,165 ( 9 ) Debt Outstanding On October 20, 2021, the Company completed a public offering of 4.875 % notes due 2026 in the aggregate principal amount of $ 40,250,000 (the “2026 Notes”), which included the full exercise of the underwriters’ overallotment option. The initial net proceeds received were approximately $ 38,607,000 after considering the impact of issuance costs and underwriter discounts. The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021. The 2026 Notes mature on December 31, 2026 . 57 Table of Contents The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of the Company’s future unsecured unsubordinated indebtedness, senior to any of the Company’s future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of the Company’s future secured indebtedness, and structurally subordinate to all future indebtedness and other obligations of any of the Company’s future subsidiaries. ( 10 ) Commitments and Contingencies In addition to the operating leases discussed in Note 7 in this Item 8, “Financial Statements and Supplementary Data,” the Company has contractual expense ratio limitations in place with respect to the Hennessy Midstream Fund, the Hennessy Technology Fund, and the Hennessy Stance ESG ETF. Such contractual expense ratio limitations will expire February 28, 2025, unless extended. Total fees waived during fiscal years 2024 and 2023 were $ 0.18 million and $ 0.15 million, respectively. To date, the Company has only waived fees based on contractual obligations but has the ability to waive fees at its discretion. Any decision to waive fees would apply only on a going forward basis. In November 2024, the Company entered into a settlement agreement with respect to employment-related claims made by a former employee in fiscal year 2024. The Company believed the settlement provided for an efficient and effective resolution to the matter. The Company has employment practices liability insurance for such claims, and therefore paid the amount of the settlement not covered by the employment practices liability insurance. The Company has no other commitments and no significant contingencies with original terms in excess of one year. ( 11 ) Retirement Plan The Company has a 401 (k) retirement plan covering eligible employees. Employees are eligible to participate if they are over 21 years of age and have completed a minimum of one month of service with at least 80 hours worked in that month. The Company also made discretionary profit-sharing contributions of $ 0.2 million in each of the fiscal years 2024 and 2023 . To be eligible for the discretionary profit-sharing contribution, an employee must be eligible to participate in the 401 (k) retirement plan and must complete at least 501 hours of service during the calendar year or be employed as of the last day of the calendar year. ( 12 ) Income Taxes As of the end of each of fiscal years 2024 and 2023 , the Company’s gross liability for unrecognized tax benefits related to uncertain tax positions was $ 0.4 million and $ 0.4 million, respectively. If the tax benefits of such amounts were recognized, $ 0.3 million and $0.3 million of such amounts, respectively, would decrease the Company’s effective income tax rate. As of September 30, 2024 , and September 30, 2023 ,the Company’s net liability for accrued interest and penalties was $ 0.4 million and $0.3 million, respectively. The Company has elected to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company recognized approximately $ 0.05 million in interest and penalties during each of the years ended September 30, 2024 , and September 30, 2023 . A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Fiscal Years Ended September 30, 2024 2023 (In thousands) Beginning year balance $ 353 $ 353 Changes related to prior year tax positions - - Ending year balance $ 353 $ 353 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. 58 Table of Contents The Company’s income tax expense was as follows: Fiscal Years Ended September 30, 2024 2023 (In thousands) Current Federal $ 1,179 $ 485 State 377 221 Total current 1,556 706 Deferred Federal 828 955 State 223 168 Total deferred 1,051 1,123 Total $ 2,607 $ 1,829 The principal reasons for the differences from the federal statutory income tax rate and the Company’s effective tax rate were as follows: Fiscal Years Ended September 30, 2024 2023 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 4.1 4.0 Permanent and other differences 0.8 ( 0.4 ) Difference due to executive compensation 1.5 0.7 Tax return to provision adjustments ( 0.1 ) 0.8 Uncertain tax position 0.5 0.9 Stock-based compensation ( 0.9 ) 0.7 Effective income tax rate 26.9 % 27.7 % 59 Table of Contents The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows: Fiscal Years Ended September 30, 2024 2023 (In thousands) Deferred tax assets Accrued compensation $ - $ 37 Stock compensation 33 18 State taxes 224 176 Capital loss carryforward - 7 Lease liability 258 70 Gross deferred tax assets 515 308 Disallowed capital loss - ( 7 ) Net deferred tax assets 515 301 Deferred tax liabilities Property and equipment ( 28 ) ( 31 ) Management contracts ( 15,895 ) ( 14,807 ) ROU asset ( 254 ) ( 74 ) Total deferred tax liabilities ( 16,177 ) ( 14,912 ) Net deferred tax liabilities $ ( 15,662 ) $ ( 14,611 ) ( 13 ) Earnings per Share The weighted average common shares outstanding used in the calculation of basic earnings per share and weighted average common shares outstanding, adjusted for common stock equivalents, used in the computation of diluted earnings per share were as follows: September 30, 2024 2023 Weighted average common stock outstanding, basic 7,680,706 7,580,120 Dilutive impact of RSUs 41,075 23,556 Weighted average common stock outstanding, diluted 7,721,781 7,603,676 For fiscal years 2024 and 2023 , the Company excluded 162,315 and 100,569 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 non-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, 2024 , exceeded the insurance limits of the Federal Deposit Insurance Corporation by approximately $ 2.7 million. In addition, total cash and cash equivalents include $ 60.9 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 In November 2023, the FASB issued ASU 2023 - 07, “Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures,” which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is required to adopt this standard in the first quarter of fiscal year 2025. The Company does not believe adoption of this standard will have a material impact on its financial statements. In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures,” which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026. The Company is currently in the process of evaluating the impact of adoption on its financial statements. 60 Table of Contents There have been no other significant changes to the Company’s critical accounting policies and estimates during fiscal year 2024 . ( 16 ) Risk and Uncertainties – Geopolitical Tensions The short and long-term implications of Russia’s invasion of Ukraine and Hamas' attack against Israel are difficult to predict. Because of the highly uncertain and dynamic nature of these events, their impact on the Company’s business, financial condition, or operating results cannot be reasonably estimated at this time. ( 17 ) Subsequent Events As of December 11, 2024 , 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 2024 , and determined the following to be a subsequent event: On October 30, 2024, the Company announced a quarterly cash dividend of $ 0.1375 per share paid on November 27, 2024, to shareholders of record as of November 14, 2024. 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. 61 Table of Contents