# CAMBRIA CAPITAL, LLC X-17A-5 (2022-03-07) — Broker-dealer annual report - Company: CAMBRIA CAPITAL, LLC - Form: X-17A-5 - Filed: 2022-03-07 - Period: 2021-12-31 - Accession: 0001311662-22-000003 - CIK: 1311662 - File #: 8-66768 - Type: Broker-dealer - Material weakness: No - Auditor: Michael Coglianese CPA, P.C. - Auditor location: Bloomingdale, IL - Contact: Shane R Philbrick - Phone: 8013209607 - Email: sp@cambriacapital.com - Website: cambriacapital.com - Signed by: Shane R Philbrick (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1311662/000131166222000003/21public.pdf --- {0}------------------------------------------------ UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, o.c. 20549 | ANNUAL
REPORTS | |---------------------| | FORM
X-17
A-5 | | PART
Ill | FACING PAGE OMB APPROV AL OMB Number: 3235-0123 Expires: act. 31, 2023 Estimated average burden hours per response: 12 SECFILE NUMBER Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01/01/2021 MM/DD/YY AND ENDING 12/31/2021 MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM, Cam5r!a Cap!fal, LLC TYPE OF REGISTRANT (check all applicable boxes): Z Broker-dealer € Security-based swap dealer € Check here if respondent is also an OTC derivatives dealer € Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a p.o. box no.) 488 E Winchester Street, Suite 200 | | (No. and Street) | | | | | | |---------------------------------|-----------------------------------|-----------------------|--|--|--|--| | SaltLakeCity | UT | 84107 | | | | | | (City) | (State) | (Zip Code) | | | | | | PERSON
TO
CONTACT
WITH | REGARD
TO THIS
FILING | | | | | | | Shane
R Philbrick | 801-320-9607 | sp@cambriacapital.com | | | | | | (Name) | (Area Code - Telephone
Number) | (Email
Address) | | | | | | | | | | | | | B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Michael Coglianese CPA, P.C. | (Name-ifindividual,
state
last, first,
and middle
name) | | | | | | |---------------------------------------------------------------------|--------------------------------|---------------------|---------------------------|--|--| | 125
E Lake
Street,
Ste
303 | Bloomingdale | IL | 60108 | | | | (Address) | (City) | (State) | (ZipCode) | | | | 10/20/2009 | | 3874 | | | | | (Date of Registration
with
PCAOB)(if
applicable) | | (PCAOB Registration | Number,
if applicable) | | | | | FOR
OFFICIAL
USE
ONLY | | | | | | | | | | | | | | | | | | | " Claims for exemption from the requirement that 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. See 17 CFR 240.l7a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection ofinformation containedin this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | | #
Signatu!4, | |--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | Title: | | | Chief
Financial
Officer | | | | | Notary | Public | | | SUEHAUNl8HUVADlPOuR
NotaryPublic | | This | Siats ol Utah
filing**
contains
(check
all applicable
boxes): | | [6 | MyCommission*xplra*Julya6,20M
(a) Statement
of financial
condition. | | [ | (,ommNo 71:ffl)B
(b) Notes
to consolidated
statement
of financial
ition. | | € | (c) Statement
ofincome
(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). | | € | (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. | | € | (h) Computation
of net capital
under
17
CFR 240.l5c3-1
or 17
CFR 240.l8a-1,
as applicable. | | € | (i) Computation
of tangible
net worth
under
17 CFR 240.l8a-2. | | € | (j) Computation
for determination
of customer
reserve
requirements
pursuant
to Exhibit
A to 17 CFR 240.l5c3-3. | | € | (k) Computation
for determination
of security-based
swap
reserve
requirements
pursuant
to Exhibit
B to 17
CFR 240.l5c3-3
or
Exhibit
A to 17 CFR 240.l8a-4,
as applicab!e. | | € | (l) Computation
for
Determination
of PAB Requirements
under
Exhibit
A to Ei 240.l5c3-3. | | € | (m)
Information
relating
to possession
or control
requirements
for customers
under
17 CFR 240.l5c3-3. | | € | (n)
Information
relating
to possession
or control
requirements
for security-based
swap
customers
under
17
CFR
240.l5c3-3(p%2)
or 17 CFR240.l8a-4,
as applicable. | | € | (o)Reconciliations,includingappropriateexplanations,oftheFOCUSReportwithcomputationofnetcapitalortangiblenet | | | worth
under
17 CFR 240.l5c3-1,
17 CFR 240.l8a-1,
or 17 CFR 240.l8a-2,
as applicable,
and the
reserve
requirements
under
17
CFR 240.l5c3-3
or 17
CFR 240.l8a-4,
as applicable,
if material
differences
exist,
or a statement
that
no material
differences | | | exist. | | € | (p) Summary
of financial
data
for subsidiaries
not consolidated
in the
statement
of financial
condition. | | Z | (q) Oath
or affirmation
in accordance
with
17
CFR 240.l7a-5,
17 CFR 240.l7a-12,
or 17 CFR 240.l8a-7,
as applicable. | | [1] | (r) Compliance
report
in accordance
with
17
CFR 240.l7a-5
or 17 CFR 240.l8a-7,
as applicable. | | € | (s) Exemption
report
in accordance
with
17
CFR 240.l7a-5
or 17 CFR 240.l8a-7,
as applicable. | | € | (t)Independentpublicaccountant'sreportbasedonanexaminationofthestatementoffinancialcondition. | | € | (u)lndependentpublicaccountant'sreportbasedonanexaminationofthefinancialreportorfinancialstatementsunderl7
CFR 240.l7a-5,
17 CFR 240.l8a-7,
or 17 CFR 240.l7a-12,
as applicable. | | € | (v) Independent
public
accountant's
report
based
on an examination
of certain
statements
in the
compliance
report
under
17
CFR 240.l7a-5
or 17 CFR 240.l8a-7,
as applicable. | | € | (w)Independentpublicaccountant'sreportbasedonareviewoftheexemptionreportunderl7CFR240.17a-5orl7 | | | CFR 240.l8a-7,
as applicable. | | € | (x) Supplemental
reports
on applying
agreed-upon
procedures,
in accordance
with
17 CFR 240.l5c3-le
or 17
CFR 240.l7a-12, | | | as applicable. | | € | (y)Reportdescribinganymaterialinadequaciesfoundtoexistorfoundtohaveexistedsincethedateofthepreviousaudit,or | | € | a statement
that
no material
inadequacies
exist,
under
17
CFR 240.l7a-12(k).
(z) Other: | \*\*To request confidential treatment of certain portions of this fiting, see 17 CFR240.l7a-5(e)(3) or 17 CFR240.l8a-7(d)(2), as applicable. {2}------------------------------------------------ ## CONTENTS | Report
of
Independent
Registered
Public
Accounting
Firm | I | |---------------------------------------------------------------------------|-----| | Financial
Statements | | | Statement
of Financial
Condition | 2 | | Notes
to Financial
Statements | 3-7 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) Bloomingdale i Chicago ## Report of Independent Registered Public Accounting Firm To the Members and Board of Directors of Cambria Capital LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Cambria Capital LLC as of December 31, 2021, and the related notes (collectively referred to as the financial statement). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Cambria Capital 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 Cambria Capital LLC's management. Our responsibility is to express an opinion on Cambria Capital 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 Cambria Capital 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 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. We have served as Cambria Capital LLC's auditor since 2013. {'ht (:,!zteAJ'!(2 Bloomingdale, IL March 4, 2022 {4}------------------------------------------------ ## ST ATEMENT OF FINANCIAL CONDITION #### December 31, 2021 #### Assets | Cash
and
cash
equivalents
Investment
in securities
Receivables
from
Clearing
Brokers
Other
Receivables
Deposits
with
clearing
brokers
Property and equipment,
net of accumulated
depreciation
of \$37,846
Other
assets | 114,402
76,703
20,268
2,100
110,069
3,777
35,885 | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------| | Total
assets | 363,204 | | Liabilities
and
members'
equity | | | Liabilities
Accrued
liabilities
Due
to members
Total
liabilities | 34,434
36,196
70,630 | | Members'
equity
Members'
equity
Accumulated
other
comprehensive
gain
(loss)
Total
members'
equity | 292,574
292,574 | | Total
liabilities
and
members'
equity | 363,204 | {5}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS ## 1. Nature of operations and summary of significant accounting policies #### Nature of Operations Cambria Capital, LLC (the "Company") was formed as a limited liability company on July 20, 2004 and commenced operations on May 12, 2005. The Company is a member of the Financial Industry Regulatory Authority ("FINRA"), and is registered with the Securities and Exchange Commission. The Company's sole member is Cambria Asset Management, Inc (the "Sole Member"). The Company's Securities business is conducted as a Fully Disclosed Introducing Broker Dealer. The Company, under rule l5c3-3(k)(2%ii), is exempt from the reserve and possession or control requirements of Rule l5c3- 3 of the Securities and Exchange Commission. The Company does not carry or clear securities customer accounts. Accordingly, all securities customer transactions are executed and cleared on behalf of the Company by its securities clearing broker(s) on a fully disclosed basis. The Company's agreement with its securities clearing broker(s) provides that as securities clearing broker, that firm will make and keep such records of the transactions effected and cleared in the securities customer accounts as are customarily made and kept by a clearing broker pursuant to the requirements of Rules I 7a-3 and I 7a-4 of the Securities and Exchange Act of 1934, as amended (the "Act"). It also performs all services customarily incident thereto, including the preparation and distribution of securities customers' confirmations and statements and maintenance margin requirements under the Act and the rules of the Self- Regulatory Organizations of which the Company is a member. #### Government and Other Regulation The Company's business is subject to significant regulation by governmental agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. ### Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") as detailed in the Financial Accounting Standards Board's Accounting Standards Codification ("ASC"). ### Cash and Cash Equivalents The Company maintains its cash balances with one financial institution which, at times, exceeds federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on its accounts. This includes cash held at the Company's clearing brokers ### Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives for furniture and equipment range from three to seven years. For the year ended December 31, 2021, Depreciation expense is \$2,164. Expenditures for maintenance, repairs and minor renewals and betterments are charged to operations as incurred; renewals and betterments of a major character are capitalized. When property is retired, sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. {6}------------------------------------------------ ## NOTES TO FINANCIAL STATEMENTS ## 1. Nature of operations and summary of significant accounting policies (continued) ### Revenue and Expense Recognition Effective July 1, 2018, the Company adopted ASU No. 2014-9, Revenue from Contracts with Customers ("ASC Topic 606") using the modified retrospective method which had no impact on the Company's opening retained earnings. The new revenue recognition guidance 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 the entity satisfies a performance obligation. Commissions: The Company acts as an agent by selling securities to customers and collecting commissions. The Company recognizes commissions on a trade date basis, which is the day the transaction is executed. The Company believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer. Investment Banking Fees: The Company acts as a selling agent in underwriting transactions. The investment banking fees are recognized at the point in time when the Company's performance under the terms of the contractual arrangement is completed, which is typically at the closing of the transaction. Reimbursed expenses related to these transactions are recorded as revenue and are included in investment banking fees. Investment Advisory Fees: The company receives fees for Asset Management Services as a Registered Investment Advisor. The Investment Advisory Fees are recognized monthly as earned and are based on the value of the assets in the client's account balance at the end of the prior month or quarter. Clearing Other Income: The company receives income from various fees charged to customers by the Company's clearing broker. The fees are recognized at the time of the transaction in an amount based on the arrangement with the Company's clearing broker. Interest and Dividend Income: Interest Income is reported as earned. The accounting for these revenues is not impacted by ASC 606 as they fall outside of its scope. Topic 606 did not have an impact on revenue recognition or timing of revenue in 2021. #### Income Taxes The Company is a limited liability company and has elected to be treated as a partnership for federal and state income tax purposes. Accordingly, there is no provision for federal and state income taxes as the net income of the Company is included in the income tax return of the Sole Member. The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fiffy percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces ending members' capital. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2021. However, the Company's conclusions may be subject to review {7}------------------------------------------------ ## NOTES TO FINANCIAL ST ATEMENTS and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company files an income tax return in the u.s. federal jurisdiction, and may file income tax returns in various u.s. states and foreign jurisdictions. Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2018. ### Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Actual results could differ from these estimates. ## 2. Clearing agreements The Company introduces its securities customer transactions to four clearing brokers with which it has a correspondent relationship or tri-party relationship for execution and clearance in accordance with the terms of a clearance agreement. In connection therewith, the Company is required to maintain a collateral account with its clearing brokers. That account serves as collateral for any losses that the clearing broker may sustain as a result of the failure of the Company's customers to satisfy their obligations in connection with their securities transactions. As of December 31, 2021, the Company has a receivable of \$20,268 from the clearing brokers and a payable (included in Accounts Payable on the Statement of Financial Condition) of \$8,239. As of December 31, 2021, the Company also has a deposit with the clearing brokers of \$110,069. ## 3. Financial instruments with off-balance-sheet risk In the normal course of business, the Company executes, as agent, securities transactions on behalf of customers. If the agency transactions do not settle because of failure to perform by either the customer or the counterparty, the Company may be obligated to discharge the obligations of the nonperforming party and, as a result, may sustain a loss if the value of the security is different from the contract amount of the transaction. The Company's financial instruments, including cash, receivables, deposits, other assets, and liabilities are carried at amounts that approximate fair value due to the short-term nature of those instruments. ## 4. Net capital requirement The Company is subject to the Securities and Exchange Commission's uniform net capital rule (Rule I 5c3-1 ) which requires the Company to maintain a minimum net capital equal to or greater than \$50,000 or 6 and 2/3% of aggregate indebtedness, and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31, 2021, the Company's adjusted net capital was \$1 74,ei4l which exceeded the minimum requirement by \$124,641. At December 31, 2021, ratio of aggregate indebtedness to net capital schedule is O.4044 to L ## 5. Related party transactions The Company has a management agreement with the Sole Member whereby the Company is provided office space and administrative support. During the year ended December 31, 2021, the Company paid \$73,358 to the Sole Member for these services. At December 31, 2021, the Company also had a payable to the Sole Member in the amount of \$36,196. {8}------------------------------------------------ ## NOTES TO FINANCIAL ST ATEMENTS The company at times enters into selling group agreements with Digital Offering, LLC, an affiliated company wherein Digital Offering acts as the managing broker-dealer on placements and offerings. For the year ended December 31, 2021 the company received \$248,429 in investment banking fees from Digital Offering. ## 6. Fair Value- Definition and Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820, "Fair Value Measurements and Disclosures", establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entityspecific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. {9}------------------------------------------------ ## NOTES TO FINANCIAL ST ATEMENTS #### Investments in Securities and Securities Sold Short The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. Many cash and over-the-counter ("OTC") contracts have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that the marketplace participants are willing to pay for an asset. Ask prices represent the lowest price that the marketplace participants are willing to accept for an asset. For securities whose inputs are based on bid-ask prices, the Company's valuation policies do not require that fair value always be a predetermined point in the bid-ask range. The Company's policy for securities traded in the OTC markets and listed securities for which no sale was reported on that date are valued at their last reported "bid" price if held long, and last reported "asked" price if sold short. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level I of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 of the fair value hierarchy. At December 31, 2021, all of the Company's investments are considered Level I financial instruments. #### 6. Commitments and Contingencies The company may become subject to various legal proceedings in the ordinary course of business, including civil claims, litigation, regulatory issues, and arbitration matters. As of December 31, 2021, the Company was a party to two securities arbitrations and one Federal lawsuit. The Company believes the matters will not result in any material adverse effect to the Company's financial position. ### 7. Subsequent events These financial statements were approved by management and available for issuance on the date of the Independent Registered Public Accounting Firm Report. Subsequent events have been evaluated through this date. There were no subsequent events requiring disclosure or adjustment. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.