# WULFF, HANSEN & CO. X-17A-5 (2021-02-25) — Broker-dealer annual report - Company: WULFF, HANSEN & CO. - Form: X-17A-5 - Filed: 2021-02-25 - Period: 2020-12-31 - Accession: 0000108634-21-000002 - CIK: 108634 - File #: 8-00292 - Material weakness: No - Auditor: Cropper Accountancy - Auditor location: Walnut Creek, CA - Contact: Chris Charles - Phone: 415-202-6650 - Signed by: Christopher Charles (President) Original filing: https://www.sec.gov/Archives/edgar/data/108634/000010863421000002/whpublicstmt2.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 0MB APPROVAL 0MB Number: 3235-0123 Expires: August 31, 2020 Estimated average burden hours □erres□onse .. .... 12.00 # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** SEC FILE NUMBER **8-00292** **FACING PAGE Information Reqnired of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | REPORT FOR THE PERIOD BEGINNING ___ o_ | 1_1_0
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MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: | Wulff Hansen & Co. | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.D. NO. | | | 10 | 0 Smith Ranch Road, Suite 330 | | | | | | (No. and Street) | | | | | San Rafael | CA | | 94903 | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Christopher D. Charles | | | (415) 421-8900 | | | | | | (Arca Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | | Cropper Accountancy Corporation | | | | | | (Name - if individual, slate las/, first, middle name) | | | | | 2700 Ygnacio Valley Road, Suite 270 Walnut Creek | | CA | 94598 | | | (Address) | (City) | (State) | (Zip Code) | | | CHECK ONE: | | | | | | I✓ I
Certified Public Accountant | | | | | | Public Accountant | | | | | | B
Accountant not resident in United States or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240. I 7a-5 (e)(2)* > **Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, _______ C_h_ri_s_ | toc.p_h_e_r_D_
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_r | ____ ,swear (or affirm) that, to the best of | |----------------------|-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Wulff Hansen & Co. | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
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-------------------------------------------- | | | of ______________ D_e_cm__b_e_r_3_1�zo20 | are true and correct. I further swear (or affirm) that | | | classified solely as that of a customer, except as follows: | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | | | | | | | | ![](_page_1_Figure_2.jpeg) Title #### Notary Public This report\*\* contains (check all applicable boxes): - 0 (a) Facing Page. - � (b) Statement of Financial Condition. - (c) Statement of Income (Loss). - (d) Statement of Changes in Financial Condition. - (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. - **� (f)** Statement of Changes in Liabilities Subordinated to Claims of Creditors. - (g) Computation of Net Capital. - (h) Computation for Determination of Reserve Requirements Pursuant to Rule l 5c3-3. - **(i)** Information Relating to the Possession or Control Requirements Under Rule 15c3-3. - **0** U) A Reconciliation, including appropriate explanation of the Computation ofNet Capital Under Rule l 5c3-I and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. - 0 (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of **consolidation.** - 0 (I) An Oath or Affirmation. - 0 (111) A copy of the SIPC Supplemental Report. - **D (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit.** \*\* *For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e}(3).* {2}------------------------------------------------ **A Notary Public or other officer completing this ce1tificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.** State of California County of Marin } On *z(z '-f/2.* 0 l f , before me, Jacquelyn Nuno , Notary Public, personally appeared C Vq'\S f-o-Q J., *e r* (. V1 c, *r I ,e S* • *I* who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERmRY under the laws of State of California that the foregoing paragraph is true and correct. ![](_page_2_Picture_8.jpeg) WITNESS my hand and official seal. **Though the information below is not required by law, it may ve valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.** ### **Description of attached document** Title or type of document: -':..L...!.C,1n.l.L-'o ·\A\_tt\_l \_ *\_\_,4\_itJ.=..\_,-'-}e.\_d.:\_\_\_--=f¥'.'"---12.'--'-e* **PLACE NOTARY SEAL ABOVE** *-' p-, '--*✓ +- \_.c\_\_ \_\_ Document Date:\_=-,.Z / Z\_cf\_,\_/\_2\_ O\_Z-'--'( \_\_\_\_\_\_\_ Number of Pages:. \_ \_\_:?,.\_ \_\_ �\_ *I* Signer(s) Other than Named Above:. \_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ {3}------------------------------------------------ ## **WULFF,HANSEN & CO.** **STATEMENT OF FINANCIAL CONDITION** December 31, 2020 **PUBLIC DOCUMENT** Filed pursuant to Rule 17a-S(e) under the Securities and Exchange Act of 1934 as a Public Document {4}------------------------------------------------ ## **WULFF, HANSEN & CO.** ## **CONTENTS** | | Page | |---------------------------------------------------------|------| | Report of Independent Registered Public Accounting Finn | 1 | | Statement of Financial Condition | 2 | | Notes to Statement of Financial Condition | 3-8 | {5}------------------------------------------------ **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** {6}------------------------------------------------ ![](_page_6_Picture_0.jpeg) ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders of Wulff, Hansen & Co. ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Wulff, Hansen & Co. as of December 31, 2020, and the related notes ( collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Wulff, Hansen & Co. as of December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. ## **Basis for Opinion** This financial statement is the responsibility of Wulff, Hansen & Co.'s management. Our responsibility is to express an opinion on Wulff, Hansen & Co.'s financial statement based on our audit. 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 Wulff, Hansen & Co. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, 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 audit 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 audit provides a reasonable basis for our opinion. *t� A-a,,1-t, la11"'1 �(-lr"�* � *CROPPEii* ACCOUNTANCY CORPORATION We have served as Wulff, Hansen & Co.'s auditor since 2018. Walnut Creek, California February 24, 2021 {7}------------------------------------------------ # **WULFF, HANSEN & CO. STATEMENT OF FINANCIAL CONDITION** December 31, 2020 ### **ASSETS** | Cash and cash equivalents | s | 1,091,761 | |-------------------------------------------------------------|---|-----------| | Accotmts receivable | | 12,036 | | Prepaid expenses | | 51,680 | | Deferred t1x assets, net | | 430,400 | | Operating lease right-of-use asset | | 173,587 | | Property and equip1nent, net | | 1,403 | | Otha: assets | | 8,263 | | Total assets | s | 1,769,130 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Liabilities: | | | | Accounts payable and accrned liabilities | s | 142,779 | | Operating lease liability | | 173,587 | | Total liabilities | | 316,366 | | Stockholders' equity: | | | | Preferred stock, 6% cumulative, par value, \$100 per share; | | | | authorized, 4,000 shares; none issued | | | | Common stock, no par value; autho11.Zed, 20,000 shares; | | | | 370 sh.ores issued and 345 shares outstanding | | 293,224 | | T reasu.ry Stock | | (105,508) | | Retained eaniings | | 1,265,048 | | Total stockholders' equity | | 1,452,764 | | Total liabilities and stockholders' equity | s | 1,769,130 | **The accompanying notes are a11 integral paLt of these financial statcme11ts** {8}------------------------------------------------ # **WULFF, HANSEN** & Co. **NOTES TO FINANCIAL STATEMENTS** December 31, 2020 ## **1. Summary of Significant Accounting Policies** ## *Organization* Wulff, Hansen **&** Co. (the "Company") was incorporated in December 1931 and is engaged in the **public finance, municipal advisory, and investment advisory businesses. The Company operates as a** firm that does not claim exemption under paragraph **(k)** of 17 C.F.R. **§** 240.15c3-3. Accordingly, the Company is exempt from the requirement of rule 15c3-3 under the Securities Exchange Act of 1934 **pertaining to the possession or control of customer assets and reserve requirements.** The Company's public finance and municipal advisory businesses are conducted primarily in California **serving cities, counties, school districts, special districts and other public entities. The Company's investment advisory business primarily serves individual investors, high net worth investors, retirement plans, and charitable organizations.** ## *Cash and Cash Equivalents* For purposes of the statement of cash flows, cash consists of cash in the bank. The Company considers all unrestricted highly liquid investments with an initial maturity of three months or less to be cash **equivalents. At titnes, cash balances held at financial institutions were in excess of federally insured** limits; however, the Company primarily places its temporary cash investments with high-credit quality **financial institutions.** ## *Property and Equipment* Office furniture and equipment are carried at cost. Depreciation is computed using the straight-line **method over the estimated useful lives of the assets that range from three to seven years. \Vhen assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of 1naintenance and repairs is charged to expense as incurred. Significant renewals and betterments are** capitalized. ## *Accounts Receivable* **Accounts receivable are stated at face amount with no allowance for doubtful accounts. An allowance for doubtful accounts is not considered necessary because probable uncollectible accounts are immaterial.** ## *Income Taxes* The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for **the future tax consequences attributable to differences between financial statement carrying amounts** of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those **temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will** be realized. {9}------------------------------------------------ # WULFF, **HANSEN** & Co. **NOTES TO FINANCIAL STATEMENTS** December 31, 2020 ## **1. Summary of Significant Accounting Policies,** continued The Company follows accounting for uncertainty in income taxes guidance Topic 740, *Acco11ntingfor Income Tax* (ASC 740). This interpretation requires the evaluation of tax positions taken or expected to **be taken in the course of preparing the tax returns to determine whether the tax positions are "more**likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense **in** the current year. **The interpretation also provides guidance on de-recognition, classification, interest and penalties, and** disclosure. The Company's policy is to recognize interest and penalties accrued on any unrecognized **tax benefits as a c01nponent of income tax expense. As of the date of adoption of accounting for uncertain tax positions there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year.** ## *Revenue Recognition* **Investment advisory fees are recorded as revenue in the period in which the related services are** performed in accordance with the applicable agreements. Underwriting fees are recognized when the **transaction closes, and are presented on the Statement of Income under Public Financing. The Company does not receive retainer or advance pay1nents, therefore there are no deferred revenue at year end. Commissions are recorded in the period the securities are traded. Consulting fees are recorded at the ti.me the service is completed to the extent management is confident of their collectability.** ### *Use of Estimates* Accounting principles generally accepted in the United States of America require management to make **assumptions in estimates that affect the amount reported in the financial statements for assets, liabilities, revenues, and expenses. In addition, assumptions and estimates are used to determine disclosure for contingencies, commitments, and other matters discussed in the notes to the financial** statements. Actual results could differ from those estimates. ### **2. Cash and Cash Equivalents** **The Company maintains cash balances at various financial institutions. Such deposits are and can be in** excess of Federal Deposit Insurance Corporation (FDIC) insured limits. Historically, the Company has **not experienced any loss of its cash and cash equivalents due to such concentration. At December 31,** 2020, cash exceeding the federally insured limits amounted to \$591,761. ### **3. Property and Equipment** Property and equipment consist of the following at December 31, 2020: {10}------------------------------------------------ ## **WULFF, HANSEN &** Co. ### **NOTES TO FINANCIAL STATEMENTS** December 31, 2020 | | | 2020 | |----------------------------------------------------------|---|--------------------| | Furniture and F1.�tnres
Less accumulated depreciation | S | 85,547
(84,144) | | Total | S | 1,403 | ## **3. Property and Equipment,** continued Depreciation expense for the year ended December 31, 2020 was \$1,350. ## **4. Income Taxes** **The provision for income taxes is composed of current and deferred components. The current c01nponent represents the amount of federal and state income taxes that are currently reportable to the** respective tax authorities, and is measured by applying statutory rates to the Company's taxable income **as reported in its income tax returns.** The provision for income taxes is composed of the following components in 2020: | | 2020 | | |----------------------------|--------------|--| | Current tax | | | | Federal | \$ | | | St,�te | 800 | | | | 800 | | | Deferred tax expense | | | | Federal | 16,408 | | | State | 6,907 | | | | 23,315 | | | Provision for income taxes | \$
24,115 | | Deferred income taxes are provided for the temporary differences between carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax bases. These temporary differences are primarily attributable to accrued expenses, the use of different depreciation methods for book and tax reporting, and net operating loss carryforward that, due to income tax laws and regulations, become taxable or deductible in different fiscal years than their corresponding treatment for financial reporting purposes. The temporary differences give rise to either a deferred tax asset or liability in the financial statements that is computed by applying current statutory tax rates to taxable and deductible temporary differences based upon the classification of the asset or liability in the financial statements that relates to the particular temporary difference. Deferred taxes related to differences that are not attributable to a specific asset or liability are classified in accordance with the future period in which they are expected to reverse and be **recognized for income tax purposes.** {11}------------------------------------------------ ## **WULFF, HANSEN & CO.** #### **NOTES TO FINANCIAL STATEMENTS** ### December 31, 2020 At December 31, 2020, the net deferred assets consist of the following components: ### 4. Income Taxes, continued | | | 2020 | |-------------------------------|---|---------| | Deferred mx assets | | | | Ace.med Expenses | s | 23,415 | | Net operating loss canyfmward | | 406,985 | | Total deferred mx assets | s | 430,400 | **The differences between the statutory federal income tax rate on the Company's income before provision** for income taxes and the effective tax rate for the year ended December 31, 2020 is primarily due to certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, the use of different depreciation methods between book and tax, and net operating loss carryforwards. At December 31, 2020, the Company has federal net operating loss ("NOL") carryforwards and state NOL carryforwards for future years of approximately \$1,567,454 and \$1,114,357, respectively. These carryforwards are set to expire by the years between 2034 and 2037. The Company's income tax returns are subject to examination by the appropriate tax jurisdictions. As of December 31, 2020, the Company's federal and state tax returns for 2017 to 2020 remain open for **examination.** ## **5. Retirement Plans** In 2003, the Company established a 401(k) and Profit Sharing Plan for certain full-time employees. The Plan meets the requirements of Section 401(k) of the Internal Revenue Code and allows employees to elect to contribute a portion of their earnings to the Plan. The Company may make discretionary contributions to the Plan. No discretionary contribution was made during 2020. ### **6. Commitments** ## *Operating Leases* The Company signed a new office lease effective November 10, 2017 and expiring on October 31, 2022. Occupancy expense for the year ended December 31, 2020 was \$100,852. The future minimum lease payments for operating leases at December 31, 2020 are as follows: {12}------------------------------------------------ ## **WULFF, HANSEN** & Co. #### **NOTES TO FINANCIAL STATEMENTS** December 31, 2020 Year ending December 31: | 2021 | S | 96,509 | |-------------|---|---------| | 2022 | | 90,893 | | TI1ereafter | | | | Total | S | 187,402 | #### **6. Commitments, continued** The Company recognized a right of-use asset and lease liability in accordance with ASU 2016-02 (Topic 842). At December 31, 2020, the right-of -use asset and lease liability balance was \$173,587. ### 7. **Off-Balance-Sheet Risk** **The Company occasionally has contractual commitments arising in the ordinary course of business for securities transactions on a when-issued basis. Financial instruments contains varying degrees of off**balance sheet risk whereby the market values of the securities underlying the financial instruments may **be in excess of the contract amount. There were no off-balance sheet commitments connected with the** above described transactions at December 31, 2020. ### **8. Net Capital Requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defmed, shall not exceed 15 to 1. At December 31, 2020, the Company had net capital of \$960,302 and excess net capital of \$860,302. The minimum net capital requirement is \$100,000. The Company's aggregate indebtedness to net capital ratio was 0.15 to 1. ### **9. Exemption from the SEC rule 15c3-3** The Company terminated its Pershing clearing agreement on March 31, 2020. Effective April 1, 2020, the Company operates as a firm that does not claim exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3. #### **10. Guarantees** F ASB ASC 460, Guarantees, requires the company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defmes guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on **changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity** security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform **under an agreement as well as indirect guarantees of indebtedness of others. The company has issued no** guarantees at December 31, 2020 or during the year then ended. ### **11. Subsequent Events** {13}------------------------------------------------ ### WULFF, **HANSEN &** CO. #### **NOTES TO** FINANCIAL **STATEMENTS** #### December 31, 2020 The Company evaluated subsequent events for recognition and disclosure through the date of the **independent auditors' report, the date which these financial statements were available to be issued. Management concluded that no 1naterial subsequent events have occurred since December 31, 2020 that required recognition or disclosure in the financial statements.** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.