# DAIWA CORPORATE ADVISORY LLC X-17A-5 (2025-05-28) — Broker-dealer annual report - Company: DAIWA CORPORATE ADVISORY LLC - Form: X-17A-5 - Filed: 2025-05-28 - Period: 2025-03-31 - Accession: 0001272515-25-000002 - CIK: 1272515 - File #: 8-66273 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG - Auditor location: New York, NY - Contact: Peter Pacitto - Phone: 2129049488 - Email: peter.pacitto@dcadvisory.com - Website: dcadvisory.com - Signed by: Peter Pacitto (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1272515/000127251525000002/upload.pdf --- {0}------------------------------------------------ DAIWA CORPORATE ADVISORY LLC (SEC I.D. No. 8‐66273) STATEMENT OF FINANCIAL CONDITON AS OF MARCH 31, 2025 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM \* \* \* \* \* \* \* This report is filed pursuant to Rule 17a‐5(e)(3) under The Securities Exchange Act of 1934 as a PUBLIC DOCUMENT {1}------------------------------------------------ | OMB Number: 3235-012 | | |-------------------------|----| | Expires: Oct. 31, 2023 | | | Estimated average burde | | | hours per response: | 12 | | | | | SEC FILE NUMBER | | |-----------------|--| | 8-66273 | | | 605 Third Ave, 11th Floor | | | |---------------------------|--|--| |---------------------------|--|--| | (No. and Street) | | | | | | | | |---------------------------------------------------------------------------------------|--------------------------------|------------------------------|------------|--|--|--|--| | New York | NY | | 10171 | | | | | | (City) | (State) | | (Zip Code) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Peter Pacitto | 212-904-9488 | Peter.Pacitto@dcadvisory.com | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
KPMG LLP | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | 345 Park Avenue | New York | NY | 10154 | | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | | 10/20/2003 | | 185 | | | | | | {2}------------------------------------------------ | | tinancial report pertaining to the firm of Daiwa Corporate Advisory LLC
. as of | |------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | 3/31 | , 2 025 | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | as that of a customer. | | | | | | Signature:
Based upon the statement from Commission | | | staff and difficulties arising from Covid-19, we | | | litle:
will submit this filing without a notarization ANDO MUNOZ JA | | | Chief Financial Officer
Commission # 50046907
Notary Public, State of New Jersey | | | My Commission Expires | | | Notary Public
September 30, 2026 | | | This filing** contains (check all applicable boxes): | | | = (a) Statement of financial condition. | | | = (b) Notes to consolidated statement of financial condition. | | | (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of | | | comprehensive income (as defined in § 210.1-02 of Regulation S-X). | | | L (d) Statement of cash flows. | | | [ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | □ (f) Statement of changes in liabilities subordinated to claims of creditors. | | | _ (g) Notes to consolidated financial statements. | | | | | | LJ (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | | (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 240.18a-4, as applicable. | | | (1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR | | | 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. | | | □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net
worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 | | | CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences | | | exist. | | | (p) Summary of financial data for subsidiated in the statement of financial condition. | | | ■ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.18a-7, as applicable. | | | (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | {s} Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | [ (t) Independent public accountant's report based on an examination of the statement of financial condition. | | | □ (u) Independent public accountant's report based on an examination of the financial statements under 17 | | | CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. | | | □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 | | | CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | | CFR 240.18a-7, as applicable. | | | (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, | | | as applicable. | | | □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or | | | a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). | | | (z) Other: | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) KPMG LLP 345 Park Avenue New York, NY 10154-0102 ## **Report of Independent Registered Public Accounting Firm** To the Member and Management Daiwa Corporate Advisory LLC: #### *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of Daiwa Corporate Advisory LLC (the Company) as of March 31, 2025, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of March 31, 2025, in conformity with U.S. generally accepted accounting principles. #### *Basis for Opinion* This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this 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 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 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. ![](_page_3_Picture_9.jpeg) We have served as the Company's auditor since 2019. New York, New York May 28, 2025 {4}------------------------------------------------ Statement of Financial Condition March 31, 2025 | ASSETS | | |------------------------------------------------------------------------|---------------| | Cash and cash equivalents | 39,040,758 | | Security deposits | 418,611 | | Accounts receivable, net of allowance of \$0 | 9,855,197 | | Property and equipment, net of accumulated depreciation of \$1,815,520 | 219,598 | | Deferred taxes | 8,822,858 | | Current taxes receivable | 3,572,013 | | Lease right of use assets | 7,261,477 | | Prepaid and other assets | 1,451,806 | | Total
assets | 70,642,318 | | | | | LIABILITES
AND
MEMBER'S
CAPITAL | | | LIABILITES | | | Accounts payable | 692,428 | | Accrued expenses | 21,027,159 | | Deferred income | 1,625,000 | | Lease liabilities | 8,657,550 | | Total
liabilities | 32,002,137 | | MEMBER'S
CAPITAL | | | Common stock | 75 | | Additional paid-in capital | 146,091,730 | | Accumulated (deficit) | (107,451,624) | | | | | TOTAL
MEMBER'S
CAPITAL | 38,640,181 | | Total
liabilities
and
member's
capital | 70,642,318 | | | | See accompanying notes to statement of financial condition {5}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **1. ORGANIZATION** Daiwa Corporate Advisory LLC (the "Company"), formerly known as DCS Advisory LLC, is a Delaware limited liability company and provides financial advisory services to clients in connection with mergers, acquisitions, financings, restructurings and other transactions. The Company may also act as a placement agent, arranger, dealer‐manager and/or underwriter in certain transactions. The Company's clients consist of public and private companiesin a variety of industries, including private equity firms. The Company maintains offices in the United States located in New York, California, Washington DC and Illinois. The Company is a wholly‐owned subsidiary of Daiwa Corporate Advisory Holdings Inc. ("Holdings), which is a wholly‐owned subsidiary of Daiwa Capital Markets Americas Holdings Inc. ("Daiwa"). The Company is a member of the Financial Industry Regulatory Authority ("FINRA") and is a registered broker‐dealer with the Securities and Exchange Commission (the "SEC"). # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *Use of Estimates* ‐ The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptionsthat affect the financialstatements and related disclosures. Actual results could differ materially from these estimates. *Fair Value of Financial Assets and Liabilities* ‐ The carrying value of financial assets and liabilities, including accounts receivable and certain other assets, and accounts payable and accrued expenses approximates their fair value due to the short‐term nature of these financial assets and liabilities. {6}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 *Cash and Cash Equivalents* ‐ The Company considers all liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash held at two major U.S. financial institutions. *Fees Receivables* – Receivables are stated net of an allowance of doubtful accounts. The Company generally does not require collateral and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of clients, non‐payment risk of clients, historical trends and other information. It is the Company's policy to review all receivables greater than 90 days and record an allowance, if necessary. Credit risk related to fees receivable is dispersed between affiliates. Once the receivable is considered uncollectible based upon the credit worthiness of the client, it is charge‐ off. The allowance recorded in the financial statements is \$0 as of March 31, 2025. *Property and Equipment* ‐ Property and equipment consists of furniture, fixtures, equipment, leasehold improvements, and computer hardware and software, which are stated at cost. Depreciation is computed using the straight‐line method over the lesser of the estimated useful life or five years of the relevant furniture, fixtures and office equipment, and three years for computer hardware and software. Leasehold improvements are amortized using the straight‐line method over the lesser of the economic useful life of such improvements or the life of the lease. Maintenance and repair costs are charged to expenses as incurred. The Company periodically evaluates the carrying value of property and equipment when events and circumstances suggest that such assets may be impaired and no such indicators were identified during the current year. *Leases ‐* The Company's operating leases, where the Company is a lessee, include real estate, such as office space, and various types of office equipment. These leases have a weighted average remaining lease term of approximately 3.59 years as of March 31, 2025. The operating lease ROU asset and lease liability were approximately \$7 million and \$9 million, respectively, as of March 31, 2025. {7}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 **Income Taxes** – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as the estimated future tax consequences attributable to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the yearsin which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income taxes in the period that includes the enactment date. The Company's results of operations are included in the consolidated federal and certain combined state and local income tax returns filed by the Parent. In accordance with the tax sharing agreement, the Parent allocates to the Company its proportionate share of the consolidated federal and combined state and local tax liabilities on a separate‐company basis. **Financial Instruments Owned ‐** Proprietary securities transactions in regular‐way trades are recorded on the trade date, as if they had settled. Profit and loss arising from all securities and commodities transactions entered into for the account and risk of the Company are recorded on a trade‐date basis. Amounts receivable and payable for securities transactions that have not reached their contractual settlement date are recorded net on the consolidated statement of financial condition. Securities positions are recorded at fair value in accordance with FASB ASC 820, Fair Value Measurement. **Segment Reporting ‐** Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Company's Chief Operating Decision Maker ("CODM"). In accordance with ASC 280, Segment Reporting ("ASC 280"), the Company manages and reports its activities as one operating segment because of the highly integrated nature of the products and services offered by the Company. The segment's accounting policies are described earlier in this note. The Company's single reportable segment operates as a registered broker dealer in the US and consolidates its operations into Daiwa Corporate Advisory Holdings Inc. for the US operations of Daiwa Capital Markets Americas Holdings Inc. For more information on the segment's organization structure and business activities, refer to Note 1, "Organization". The CODM of the segment is the Company's Chief Financial Officer. The Company's CODM regularly reviews the business activities and operating results of the segment, including net income, to assess its performance and decide how to allocate resources and invest profits. Additionally, the CODM uses excess net capital (see Note 12), which is not a measure of profit or loss, to make operational decisions while maintaining capital adequacy. The measure of segment assets is total assets as reported on the Company's Statement of Financial Condition. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. {8}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **Recent Accounting Standards** In 2023, the FASB issued ASU 2023‐07, Segment Reporting (Topic 280) – Improvementsto Reportable Segment Disclosures. This ASU requires public entities to provide disclosures about significant expense categories and amounts for each reporting segment. This ASU also requires public entities with a single reportable segment to provide all disclosures required by ASC 280. The Company adopted the ASU for the Company's annual period ending March 31, 2025. {9}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **3. SECURITY DEPOSITS** Each of the long‐term leases for the Company's offices in the United States required a security deposit. The Company has provided a cash deposit or fully cash collateralized letter of credit through a major financial institution in the United States to each of the landlords in connection with the respective office leases. No amounts have been drawn under any of the letters of credit. Total security deposits at March 31, 2025 were \$418,611. A portion of the security deposits will be reduced at varioustimesthroughout the applicable lease period with the final reductions arising no later than sixty days after the applicable lease expiration date. ## **4. PROPERTY AND EQUIPMENT** As of March 31, 2025, property and equipment consist of the following: | Furniture
and
fixtures | \$
101,185 | |---------------------------------------------|---------------| | Computer
and
software | 756,198 | | Leasehold
improvements | 1,177,735 | | | 2,035,118 | | Less:
Accumulated
depreciation
and | | | amortization | (1,815,520) | | | | | Property
and
equipment,
net | \$
219,598 | ## **5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES** As of March 31, 2025, accounts payable and accrued expenses consist of the following: | Accrued
compensation
and
benefits | \$
21,021,374 | |--------------------------------------------|----------------------| | Accrued
professional
fees | 698,213 | | | \$ 21,719,587 | {10}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **6. RELATED PARTY TRANSACTIONS** The Company and Daiwa's related parties collaborate to provide services to certain clients. In connection with any such collaboration, client billing responsibility is assigned to either the Company or Daiwa's related parties, which creates either a receivable or payable for the Company with Daiwa's related parties when client billings arise. In addition, pursuant to certain secondment agreements between the Company, Daiwa's related parties and certain Company employees, the Company is reimbursed by Daiwa's related parties for certain employee benefits and related administrative costs. The company performs administrative function for the infrastructure team located in the US. The revenue is recorded gross and receipts from transactions is remitted to DC UK. Receivable from and payable to relates parties are recorded gross, by entity, and do not bear interest. Receivables from and payables to related parties represent advisory fees, ongoing support costs and vendor out‐of‐pocket expenses. ### **7. LEASES** *Operating Leases* ‐ The Company leases both long‐term and short‐term office space at various locations in the United States pursuant to operating leases expiring at various times through December 2031. As of March 31, 2025, the future minimum payments under these operating leases are as follows: | | Lease
payments | |---------------------------------------------------------------------------------------------------------|-----------------------| | FYE
3/31/26 | 2,730,489 | | FYE
3/31/27 | 2,761,819 | | FYE
3/31/28 | 2,187,387 | | FYE
3/31/29 | 1,331,676 | | FYE
3/31/30 | 209,448 | | FYE
3/31/31 | 71,261 | | Total
future
lease
payments | 9,292,080 | | Less
imputed
interest
(based
on
weighted‐
average
discount
rate
of
3.77%) | (634,530) | | Lease
liability | \$ 8,657,550 | {11}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **8. COMMITMENT, CONTINGENCIES, AND GUARANTEES** *Litigation ‐* In the normal course of business, the Company may be named as a defendant in various lawsuits and may be involved in certain investigations and proceedings. Some of these matters may involve claims of substantial amounts. It is the opinion of management, after consultation with its counsel, that there are no matters pending against the Company that could have a material adverse effect on the financial statements of the Company at March 31, 2025. #### **9. FAIR VALUE OF FINANCIAL INSTRUMENTS** The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability. ASC 820 establishes a hierarchy that categorizes financial instruments, based on the priority of the inputs to the valuation technique into the following three‐levels: - Level 1 ‐ Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 ‐ Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly; and - Level 3 ‐ Valuations that require inputs that are both unobservable and significant to the fair value measurement. A description of the valuation techniques applied to the company's major categories of assets and liabilities measured at fair value on a recurring basis follows. U.S. Government Securities. U.S. government securities are valued using quoted market prices. Valuation adjustments are not applied. Accordingly, U.S. government securities are generally categorized in level 1 of the fair value hierarchy. There were no financial instruments reported at fair value classified as level 2 or level 3 as of March 31, 2025. {12}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 #### **10. INCOME TAXES** The significant components of the Company's net deferred tax assets included in other assets in the accompanying statement of financial condition at March 31, 2025 are as follows: | Deferred
tax
assets: | | |-------------------------------------------------------------------|-------------| | Goodwill
and
other
intangibles
\$ | 6,549,082 | | Lease
liabilities | 1,981,834 | | Deferred
compensation | 525,268 | | AMT
credit
and
net
operating
loss
carryforward | 763,396 | | Deferred
revenue | 372,026 | | Other | 255,325 | | Total
gross
deferred
tax
assets | 10,446,931 | | Valuation
allowance | ‐ | | Deferred
tax
assets,
net
of
valuation
allowance | 10,446,931 | | Deferred
tax
liabilities: | | | ROUassets | (1,624,073) | | Total
gross
deferred
tax
liabilities | (1,624,073) | | Net
deferred
tax
assets
\$ | 8,822,858 | A valuation allowance represents the portion of the Company's deferred tax assets for which it is more likely than not that the benefit of such items will not be realized. Management believes that the realization of the net deferred tax asset of \$8,822,858 at March 31, 2025 is more likely than not based on expectations of future taxable income. Income taxes receivable from affiliates of \$3,572,013 are included in other assets on the Statement of Financial Condition as of March 31, 2025. Major taxing jurisdictions for the Company and tax years for each that remain open to examination are as follows: | U.S.
Federal | March
31,
2022
and
after | |----------------------------------------------|--------------------------------------| | New
York
State | March
31,
2016
and
later | | New
York
City | March
31,
2022
and
later | | California March | 31,
2021
and
later | As of March 31, 2025, the Company determined that it has no material uncertain tax positions, interest or penalties as defined within ASC 740, and accordingly, management has concluded that no additional ASC 740 disclosures are required. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within the next 12 months. {13}------------------------------------------------ Notes to Statement of financial condition March 31, 2025 ### **11. CONCENTRATIONS** #### Major Clients At March 31, 2025, the accounts receivable balance was \$9,855,197, one related party represented 64% of the Company receivable balance. ## Cash and Cash Equivalents and Security Deposit Concentrations The Company maintains cash and cash equivalent balances, including security deposits, with major commercial banks in the United States. From time to time, the Company maintains cash and cash equivalents balances in excess of federally insured amounts. The Company performs periodic evaluations of the relative credit standing of these financial institutions. ## **12. NET CAPITAL REQUIREMENT** The Company is subject to the SEC Uniform Net Capital Rule 15c3‐1(a)(1)(ii) (the "Alternative Standard") which requires that the Company maintain minimum net capital, as defined, of \$250,000 or 2 percent of aggregate debit items computed in accordance with the formula for Determination of Reserve Requirements for Brokers and Dealers, whichever is greater. At March 31, 2025 the Company had net capital of \$14,300,099, which was in excess of its statutory requirement by \$14,050,099. #### **13. SUBSEQUENT EVENTS** The Company has evaluated subsequent events from the statement of financial condition date through May 28th, 2025, the date at which the financial statements were available to be issued and determined that there are no other items to recognize or disclose. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.