# J. WOOD CAPITAL ADVISORS LLC X-17A-5 (2022-03-01) — Broker-dealer annual report - Company: J. WOOD CAPITAL ADVISORS LLC - Form: X-17A-5 - Filed: 2022-03-01 - Period: 2021-12-31 - Accession: 0001225460-22-000002 - CIK: 1586446 - File #: 8-69348 - Type: Broker-dealer - Material weakness: No - Auditor: S D Mayer & Associates - Auditor location: San Francisco, CA - Contact: Linda Grimm - Phone: 212-897-1685 - Website: notaryclasses.com - Signed by: Jason M. Wood (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1586446/000122546022000002/jw21s2.pdf --- {0}------------------------------------------------ #### UNITED STA TES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ## ANNUAL REPORTS FORM X-17A-5 PART III | OMB Number: 3235-0123 | |--------------------------| | Expires: Oct. 31, 2023 | | Estimated average burden | | hours per response: 12 | | | SEC FILE NUMER 8- 69348 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01/01 /21 AND ENDING 12/31 /21 MM/DD/YY ~---------------------~ MM/DD/YY #### A. REGISTRANT IDENTIFICATION ### NAME OF FIRM: J. Wood Capital Advisors LLC TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSfNESS: (Do not use a P.O. box no.) ## 1820 Calistoga Road | | | (No. and Street) | | | | | |----------------------------------------------------------------------------|--|------------------------------------------------------------|------------------------------|------------|--|--| | Santa Rosa | | CA | | 95404 | | | | (City) | | (State) | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Linda S. Grimm
(212) 897-1685 | | | Lgrimm@integrated .solutions | | | | | (Name) | | (Arca Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose reports arc contained in this filing* | | S D Mayer & Associates | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 235 Montgomery Street, 30th Floor San Francisco | | | CA | 94101 | | | | (Address) | | (City) | (State) | (Zip Code) | | | ## 4/23/2013 5797 (Dale of Registration with PCAOB)(if applica blc) (PCAOB Registration Number, ifapplicable) #### FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement Iha! the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. Sec 17 CFR 240. l 7a-5(e)( I )(ii), if applicable. Persons who arc to respond to the collection of information contained in this form arc not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### AFFIRMATION L Jason M. Wood , swear (or affirm) that, to the best of m~ knowledge and belief. the financial report pertaining to J. Wood Capital Advisors LLC as of 12131/21 • :s true and correct. l further swear (or affirm) that neither the compan: nor any partner. offic-er. director, or equivalent person. as the case may be, has an~ proprietary· interest in any account classified solel.Y as that of a customer. Chief Executive Officer Title ~otary Public See Attached 5~ {2}------------------------------------------------ ## **CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT** A notary public or other officer completing this certificate verifies only the identity of the in.dividual 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 */Jlg£1··vi* } On *Z-/t* 1/ *UZ-L-* before me, *S"CA,V\* G~e\nse~~J:ri.n~ore~ldi *i·c* personally appeared S'6 *V\ f{o...fth* ~ *Woo J* who proved to me on the basis of satisfactory evidence to be the person~ whose name(~ is/fife subscribed to the within instrument and acknowledged to me that he/st:IG:'ll **:cy** executed the same in his/tea1tm'l1F authorized capacity~). and that by histlslaliiii3ir signature(#) on the instrument the person{e), or the entity upon behalf of which the person•) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. . my hand and official seal. (Notary Public Seal) ![](_page_2_Picture_11.jpeg) | | INSTRUCTIONS FOR COMPLETING THIS FORM
ADDITIONAL OPTIONAL INFORMATION Thisfonn complies with current California statutes regarding no1ary wording and, | |------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | DESCRIPTION OF THE ATTACHED DOCUMENT | if needed. should be compleled and attached to !he document. Acknowledgments
from other slates may be completed/or documents being sent 10 that state so /011g
as the wording does no/ require the California notary to violate California notary
Jaw. | | (Title or description of attached document) | • State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment. | | (Tiiie or description of attached document continued) | • Date of notarii.ation must be the date that the signer(s) personally appeared which
must also be the same date U1e acknowledgment is completed. | | __
__
Number of Pages
Document Date _
_ | • The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the iime of
notarization. | | CAPACITY CLAIMED BY THE SIGNER | • Indicate the correct singular or plural fonns by crossing off incorrect fom1s (i.e. | | O
Individual (s) | he/she/lhey, is /are) or circling the correct forms. Failure to correctly indicate this
infonnation may lead to rejection of document recording. | | O
Corporate Officer
(Title) | • The notary seal impression must be clear and photographically reproducible.
Impression must not cover tex.t or lines. lf seal impression smudges, re-seal if a
sufficient •r~ permits, otherwise complete o different acknowledgmeut form. | | 0
Partner(s) | • Signature of the notary public must match the signature on file with the office of | | Attorney-in-Fact
D
o
Trustee(s)
o
~~~~~
ther_~ | the county clerk.
Additional information is not required but could help to ensure this
•:•
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
•!•
Indicate the capacity claimed by the signer. If the claimed capacity is a
•!• | 2015 Version www.NotaryClasses.com 800-873-9865 - State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. - Date of notarii.ation must be the date that the signer(s) personally appeared which must also be the same date U1e acknowledgment is completed. - The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). - Print the name(s) of document signer(s) who personally appear at the iime of notarization. - Indicate the correct singular or plural fonns by crossing off incorrect fom1s (i.e. he/she/lhey, is /are) or circling the correct forms. Failure to correctly indicate this infonnation may lead to rejection of document recording. - The notary seal impression must be clear and photographically reproducible. Impression must not cover tex.t or lines. lf seal impression smudges, re-seal if a sufficient •r~ permits, otherwise complete o different acknowledgmeut form. - Signature of the notary public must match the signature on file with the office of the county clerk. - •:• Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. - •!• Indicate title or type of attached document, number of pages and date. - •!• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). - Securely attach this document to the signed document with a staple. {3}------------------------------------------------ #### This filing\*\* contains (check all applicable boxes): - [El (a) Statement of financial condition. - [El (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - D (c) Statement of income (loss) or, ifthere is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - D ( d) Statement of cash flows. - D (c) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - D (h) Computation of net capital under 17 CFR 240.15c3-l or 17 CFR 240.18a-l , as applicable. - D (i) Computation of tangible net worth under 17 CFR 240. I 8a-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. l 5c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3- 3 or Exhibit A to 17 CFR 240. I 8a-4, as applicable. - D (l) Computation for Dctennination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240. I 5c3- 3(p)(2) or 17 CFR 240. l 8a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240. l 5c3-3 or 17 CFR 240. l 8a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - [El (q) Oath or affirmation in accordance with 17 CFR 240. l 7a-5, 17 CFR 240. l 7a-12. or 17 CFR 240. R 8a-7. as applicable. - D (r) Compliance report in accordance with 17 CFR 240. I 7a-5 or 17 CfR 240. l 8a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - [El ( t) Independent public accountant's report based on an examination of the statement of financial condition. - D ( u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240. l 7a-5, 17 CFR 240. l 8a-7, or 17 CFR 240. l 7a-l 2, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - D ( w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240. l8a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1 e or 17 CFR 240. I 7a-J 2, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240. l 7a-12(k). D(z) Other:------------------------------------ - *\*\*To request confidential treatment of certain p ortions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {4}------------------------------------------------ # J. Wood Capital Advisors LLC Statement of Financial Condition December 31, 2021 {5}------------------------------------------------ 415 691 4040 main sdmayercom ![](_page_5_Picture_2.jpeg) #### REPORT OF INDEPE DEr T REGISTERED PUBLIC ACCOUNTING FIRl\!I To the Member of *].* Wood Capital Advisors, LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of *].* Wood Capital Advisors, LLC as of December 31, 2021, and the related notes (collectively referred to as the "financial statement"). In our opinion, the fmancial statement presents fairly, in all material respects, the financial position of J. Wood Capital Advisors, LLC as of December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of J. Wood Capital Advisors, LLC's management. Our responsibility is to express an opinion on *].* Wood Capital Advisors, LLC'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 *].* Wood Capital Advisors, LLC 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 s~gnificant 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. We have served as]. Wood Capital Advisors, LLC's auditor since 2015. San Francisco, California March 1, 2022 {6}------------------------------------------------ #### **J. Wood Capital Advisors LLC Statement of Financial Condition December 31, 2021** #### Assets | Cash and cash equivalents | \$
21,152,849 | |-------------------------------------------------------------|------------------| | Securities held at fair value | 76,255,711 | | Accrued interest receivable | 52,454 | | Operating lease right-of-use asset | 89,908 | | Fixed assets (net of accumulated depreciation of \$198,923) | 25,404 | | Other assets | 65,058 | | Total assets | \$ 97,641,384 | | Liabilities and Member's Equity | | | Profit sharing payable | \$
1,394,286 | | Accrued expenses | 162,035 | | Lease liability | 89,908 | | Total liabilities | l,646,229 | | Member's equity | 95,995,155 | | Total liabilities and member's equity | \$ 97,641,384 | The accompanying notes are an integral part of this financial statement. {7}------------------------------------------------ #### **1. Organization and Business** J\_ Wood Capital Advisors LLC (tihe "Company") is a limited liability company formed under the laws of the State of California. The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and is a member ofthe Financial Industry Regulatory Authority. The Company renders corporate financial advisory services to selected clients. Such advisory services involve mergers and acquisitions, debt and equity financing, derivative strategies and leveraged buyouts. The Company also serves as an underwriter of securities or selling group participant and engages in private placements of securities. #### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** This financial statement was prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which require 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 statement. Actual results could differ from these estimates. #### **Revenue Recognition** The revenue recognition guidance under Accounting Standards Codification ("ASC") Topic 606, *Revenue from Contracts with Customers* requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts. Advisory fees are recognized over time using a time elapsed measure of progress as the Company's clients simultaneously receive and consume the benefits of those services as they are provided. Private placements, mergers and acquisitions and financial restructuring fees are recognized at the closing of the respective transactions. Unrealized appreciation or realized gains on securities are included in the statement of operations. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. {8}------------------------------------------------ #### 2. Summary of Significant Accounting Policies (continued) #### Credit Losses The guidance under ASC Topic 326, *Financial Instruments* - *Credit Losses* ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the accounting update, the Company has the ability to determine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. At December 31, 2021, the Company did not establish an allowance for credit losses. #### Leases The Company recognizes its lease in accordance with ASC Topic 842, Leases ("ASC 842"). The guidance increases transparency and comparability by requiring the recognition of right-of-use assets and lease liabilities on the statement of financial condition. Lease liabilities were recognized at the initial present value of the fixed lease payments using the prime rate. Right-of-use assets are recognized based on the amortized initial present value of the fixed lease payments. #### Cash and Cash Equivalents Cash and cash equivalents include investments in money market funds with a maturity date of three months or less. #### Fixed Assets Furniture and equipment is recorded at cost, net of accumulated depreciation, which is calculated on a straight-line basis over an estimated useful life of three to five years. #### Income Taxes The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax reporting purposes. The Internal Revenue Code provides that any income or loss is passed through to the ultimate beneficial individual member. Accordingly, the Company has not provided for federal and state income taxes. At December 31, 2021, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. {9}------------------------------------------------ #### **3. Employee Benefit Plan** The Company participates in a 40l(k) plan and a cash balance plan covering its employees. The Company elected to make contributions of approximately \$585,000 to the 40l(k) plan and \$800,000 to the cash balance plan for the year ended December 31, 2021 . #### **4. Investments** For the year ended December 31, 2021, the Company had investments in fixed income securities, equities and warrants. The net unrealized or realized profit on securities is reflected in the statement of operations. The values assigned to investments and any unrealized gains or losses reported are based on available information and do not necessarily represent amounts that might be realized if a ready market existed and such difference could be material. Furthermore, the ultimate realization of such amounts depends on future events and circwnstances and, therefore, valuation estimates may differ from the value realized upon disposition of individual positions. In the ordinary course of business, the Company receives securities as compensation or purchases securities for its own account. Fair Value Measurement guidance establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements) when market prices are not readily avaiilable or reliable. Accordingly. the degree of judgement exercised in determining fair value is greatest in Level III investments. The three levels of hierarchy are described below: **Level** I - Quoted prices are available in active markets for identical securities as of the reporting date. The types of investments which would generally be included in Level I include listed equities and listed derivatives. As required by GAAP, the Company does not adjust the quoted prices for these investments, even in a situation where the Company holds a large position and a purchase or sale could reasonably impact the quoted price. **Level** II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. and fair value is determined through the use of models or other valuation methodologies. The types of investments which would generally be included in this category include less liquid and restricted debt or equity securities and certain over-the-counter derivatives. **Level III** - Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of investments which would generally be included in this category include equity and/or debt securities issued by private entities. In instances where the Company receives securities as compensation or purchases securities for its own account, sometimes the securities may not be sold or otherwise liquidated for a set period of time. In these cases, an illiquidity discount may be taken on the quoted marketable value. The Company purchased highly illiquid shares, valued at \$600,000 at December 31, 2021, which were included in t!he Level Ill balance. {10}------------------------------------------------ #### 4. Investments (continued) The following table presents the Company's fair value hierarchy for securities owned as of December 31, 2021: | | | Level I | | Level 11 | | Level III | | |-----------------------------------|--------------------------------------------------------------|---------------|-------------------------------------------|---------------|--------------------------|-----------|---------------------------| | Securities held
at fair value: | Quoted p1·ices
in active ma1·kets
for identical assets | | Significant
other observable
inputs | | U nobse1·vable
inputs | | Balance
as of 12/31/21 | | Equities | \$ | 42,181,523 \$ | | 22,127,688 \$ | | | 600,000 \$ 64,909,211 | | Fixed income securities | | | | 11,000,000 | | | 11,000,000 | | Other | | 346,500 | | | | | 346,500 | | | \$ | 42,528,023 \$ | | 33,127,688 \$ | | | 600,000 \$ 76,255,711 | #### 5. Regulatory Requirements The Company is subject to SEC Uniform Net Capital Rule l 5c3-l under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2021, the Company had net capital of approximately \$50,951,000 which exceeded the required net capital by approximately \$50,847,000. The Company does not handle cash or securities on behalf of customers. Accordingly, it is not affected by SEC Rule 15c3-3. #### 6. Fixed Assets Fixed assets consist of the following at December 31, 2021: | \$
71,537 | |--------------| | J 52,790 | | (198,923) | | \$
25,404 | | | {11}------------------------------------------------ #### **7. Commitments** The Company leases office space from the Managing Member of the Company. This lease provides for monthly payments of \$2,000 and expires on December 31 , 2025. Maturities of lease liability under the operating lease at December 31, 2021 are as follows: | Year ending | | | |------------------------|--------|---------| | December 31
, | Amount | | | 2022 | \$ | 24,000 | | 2023 | | 24,000 | | 2024 | | 24,000 | | 2025 | | 24,000 | | | \$ | 96,000 | | Less: imputed interest | | (6,092) | | | \$ | 89,908 | The Company entered into two leases during the year ended December 31, 2021. Both are one-year leases. #### **8. Concentrations** The Company's cash and cash equivalents are held by one financial institution and therefore are sub.iect to the credit risk at that financial institution. The Company does not consider itself to be at risk with respect to its cash balances. #### **9. Subsequent Events** The Company has evaluated events that have occurred after December 31, 2021 through the date the financial statements were issued and has determined that there were no material subsequent events requiring adjustment or disclosure. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.