# JAMIESON CORPORATE FINANCE US LLC X-17A-5 (2024-07-02) — Broker-dealer annual report
- Company: JAMIESON CORPORATE FINANCE US LLC
- Form: X-17A-5
- Filed: 2024-07-02
- Period: 2024-03-31
- Accession: 0001595342-24-000001
- CIK: 1595342
- File #: 8-69412
- Type: Broker-dealer
- Material weakness: No
- Auditor: YSL & Associates LLC
- Auditor location: New York, NY
- Contact: John Greenland
- Phone: 917-733-8137
- Signed by: John Greenland (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1595342/000159534224000001/public.pdf
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## JAMIESON CORPORATE FINANCE US LLC FINANCIAL STATEMENT AND SUPPLEMENTARY INFORMATION PURSUANT TO 17a-S(d) OF THE SECURITIES AND EXCHANGE COMMISSION AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MARCH 31, 2024
(IN US DOLLARS)
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# **JAMIESON CORPORATE FINANCE US LLC CONTENTS**
| Report oflndependent Registered Public Accounting Firm 1 | |
|-----------------------------------------------------------|--|
| Financial Statements: | |
| Statement of Financial Condition 2 | |
| Notes to Financial Statements 3-7 | |
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11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682
### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Members of Jamieson Corporate Finance US, LLC
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Jamieson Co1porate Finance US, LLC (the "Company") as of March 31, 2024, and the related notes ( collectively refe1Ted to as 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, 2024, in conf01mity with accounting principles generally accepted in the United States of Ametica.
#### **Basis for Opinion**
This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting fum 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 secmities laws and the applicable mles 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 mate1ial misstatement, whether due to en or or fraud. Our audit included performing procedures to assess the 1isks of material misstatement of the financial statement, whether due to enor or fraud, and perfo1ming procedures that respond to those 1isks. 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 se1ved as Jamieson C01porate Finance US, LLC's auditor since 2021.
NewYork, NY
June 27, 2024
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#### **JAMIESON CORPORATE FINANCE US LLC**
#### **STATEMENT OF FINANCIAL CONDITION**
#### **MARCH 31, 2024**
#### **(IN US DOLLARS)**
#### **ASSETS**
| Cash | \$
3,699,633 |
|-------------------------------------------|-----------------|
| Accounts receivable | 505,500 |
| Prepaid expenses | 2,022 |
| Operating lease right-of-use asset | 794,818 |
| Furniture and equipment at cost, | |
| less accumulated depreciation of \$17,973 | 47,668 |
| Security deposits | 141,538 |
| Total assets | \$
5,191,179 |
| LIABILITIES AND MEMBERS' EQUITY | |
| Liabilities: | |
| Accounts payable and accrued expenses | \$
1,219,590 |
| Due to affiliate | 102,750 |
| Operating lease liability | 893,382 |
| Total liabilities | 2,215,722 |
| Members' equity | 2,975,457 |
| Total liabilities and members' equity | \$
5,191,179 |
The accompanying notes are an integral pa1t of these fmancial statements.
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## **1. ORGANIZATION AND NATURE OF BUSINESS**
Jamieson C01porate Finance US LLC (the "Company") was organized as a Limited Liability Company in 2013. The Company was granted membership in the Financial Indust:J.y Regulatmy Authority ("FINRA") on June 22, 2015. It is a registered broker-dealer with the Securities and Exchange Commission ("SEC"), and is a member of the Securities Investor Protection Corporation ("SIPC").
The Company provides strategic financial advisory, mergers & acquisitions, and entity valuation se1vices to and finding strategic partners for both private and public entities. The Company does not hold accounts or process t:J.·ansactions for customers. The Company also advises management teams through Financial Sponsor backed buyouts including assisting with the negotiation of their Incentive Plans. Investors usually consist of institutional investors, pension plans and other legal entities meeting the regulato1y definition of Qualified or Accredited investors.
The Company changed their fiscal year end from April 30 to March 31. This change enabled the Company to align with between JCF US, LLC (the "Parent") and Jamieson Corporate Finance LLP (the "Managing Member") in order to report consolidated group figures and simplify tax calculations.
#### Recent Issued Accounting Pronouncements
The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations.
#### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
### Basis of Presentation
The accompanying financial statements have been prepared in confonnity with U.S generally accepted accounting principles ("GAAP") and the mies and regulations of the United States Securities and Exchange Commission (the "Commission"). It is management's opinion, that all material adjustments (consisting of nmmal recuning adjustments) have been made which are necessaiy for a fair financial statement presentation.
#### Cash and cash equivalents
The Company considers all highly liquid investn1ents with a matu1ity of three months or less when purchased to be cash equivalents. Cash equivalents ai·e canied at cost, which approximates market value.
#### Accounting basis
The Company uses the accrnal basis of accounting for financial statement and income tax repmting. Accordingly, revenues are recognized when se1vices ai·e rendered and expenses realized when the obligation is incuned.
### Use of Estimates
The prepai·ation of financial statements in confo1mity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the repo1ted amounts of assets and liabilities, and disclosure of contingent assets, and liabilities at the date of the financial statements, and the repo1ted amounts of revenues and expenses during the repo1ting period. Actual results could differ from those estimates.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
## Income Taxes
The Company is a limited liability company, taxed as a partnership for federal and state income tax pmposes, and, thus, no federal or state income tax expense has been recorded in the financial statements. Taxable income of the Company is passed through to the members and reported on their individual tax returns.
Pursuant to accounting guidance concerning provision for unce1tain income tax provisions contained in Accounting Standards Codification ("ASC") 740-10, there are no unce1tain income tax positions. The federal and state income tax returns are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.
### Revenue Recognition
The Company recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those 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) dete1mine the transaction price, ( d) allocate the transaction price to the performance obligations in the contract, (e) recognize revenue when (or as) the entity satisfies a perfo1mance 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 unce1tainty associated with the variable consideration is resolved.
The Company typically enters into contracts with clients calling for advismy fee se1vices and success fees to be paid out once the transaction is successfully completed. This success fee is typically a flat fee. Accordingly, the Company recognizes advisory fees in the period earned, when the perfo1mance obligations have been satisfied. In addition, the Company recognizes success fees at the date the perfo1mance obligation is satisfied which is at the completion of the transaction
# Significant Judgments
The recognition and measurement of revenue is based on the assessment of individual contract te1ms. Significant judgment is required to dete1mine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple perfo1mance 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.
## Fair Values of Financial Instrnments
Financial Accounting Standards Board Accounting Standards Codification ("ASC") 825, "Financial Instruments," requires the Company to disclose estimated fair values for its fmancial instruments. Fair value estimates, methods, and assumptions are set fmih below for the Company's fmancial instruments: The carrying amount of cash, accounts receivable, prepaid expenses and accounts payable and accrned expenses, approximate fair value because of the shmi maturity of those instruments.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
#### Acc01mts Receivable
Acc01mts receivable is recorded at the am01mt the Company expects to collect on balances outstanding at year-end. The detennination of the amounts of uncollectible accounts is based on the length of time each receivable has been outstanding, and a reasonable assessment of the capacity of the debtor to pay the receivable. The allowance for uncollectible amounts reflects the amount of loss that can be reasonably estimated by management and is included as pa1t of operating expenses in the accompanying statement of operations. As of May 1, 2023 and March 31, 2024, the Company's accounts receivable were \$486,675 and \$505,500 respectively. As of March 31 , 2024, the Company has not recorded an allowance for any potential non-collection.
#### Contract Balances
Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer and are derecognized when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its perfo1mance obligation under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. The Company did not have any contract assets or liabilities at May 1, 2023. The Company has no contract assets and contract liabilities at March 31, 2024.
#### Foreign CuITency Transactions
The Company's functional cmTency and its reporting cunency is the United States dollar. Transactions denominated in any cunency other than the functional cmTency are converted into United States dollars using the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions. Moneta1y assets and liabilities are revalued into the reporting cunency at each balance sheet date using the exchange rate in effect at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive loss. Nonmoneta1y assets and liabilities are recorded in the repo1ting cmrency using the historical exchange rate.
The Company does not engage in hedging activities to offset the risk of exchange rate fluctuations on financial transactions denominated in a foreign cmTency. The transactions are translated into U.S. dollars on the Company's financial statements. Any umealized gain or loss due to spot rate fluctuations is included in Accumulated Other Comprehensive Loss.
# Allowance for Credit Losses
The Company follows ASC Topic 326, Financial Instruments- Credit Losses ("ASC 326"). The Company identified no fees receivable as impacted by the guidance. An allowance for credit losses may be based on the Company's expectation of the collectability of its receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and cmTent and future economic conditions that may affect the Company's expectation of the collectability in dete1mining the allowance for credit losses. The Company's expectation is that the credit risk associated with its receivables is not significant. Accordingly, the Company has not provided an allowance for credit losses at March 31, 2024.
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## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
# Concentrations of Credit Risk
The Company places its cash with a high credit quality financial institution. The Company's account at this institution is insured by the Federal Deposit fusmance Corporation ("FDIC") up to \$250,000. To reduce its 1isk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
### Fixed Assets
Acquisitions of furniture and equipment are recorded at cost. Improvements and replacements of furniture and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of furniture and equipment are charged to expense as incuned. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is repo1ted in the statements of income and retained earnings. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the following useful lives:
| Computer and office equipment | 3 years |
|-------------------------------|---------|
| Furniture and fixtures | 7 years |
The Company had no impairment charges as of March 31, 2024. Depreciation expense for the period ended March 31, 2024, was \$11,722.
# **3. NET CAPITAL**
The Company is subject to the SEC Unifo1m Net Capital Rule (Rule 15c3-l), which requires the maintenance of minimum net capital of \$5,000, and requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. The rnle also provides that equity capital may not be withdrawn, cash dividends paid or the Company's operations expanded, if the resulting net capital ratio would exceed 10 to 1. At March 31, 204, the Company had net capital of \$2,278,729, which was \$2,184,002 in excess of the FINRA minimum net capital requirement of \$94,727.
# **4. CONCENTRATION OF CUSTOMER REVENUES**
For the year ended March 31, 2024, three clients accounted for 24% of the Company's revenue.
# **S. RELATED PARTY TRANSACTIONS**
The Company has an Expense Shaiing Agreement (the "Agreement") in place with its parent for se1v ices that are shared and paid by the Parent. These expenses are allocated to the Company in accordance to the Agreement and the app01tiomnent is based on reasonable allocation agreed by the patties. The total expenses charged by the pru·ent were \$287,077 including \$227,263 consulting expenses dming the yeru·. As of the yeru· ended Mru·ch 31, 2024, the balance due to the pru·ent was \$102,750.
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## **6. COMMITMENTS AND CONTINGENCIES**
Leases
The Company detemrines if an a1rnngement is a lease at inception. The Company's leases as a lessee were dete1mined to be operating leases and are included in the Company's statement of financial condition. In connection with F ASB 842 regarding leases, the Company records a right of use ("ROU") asset, wlrich is offset by a conesponding liability.
The Company recognizes the lease liability and a ROU asset on its balance sheet by recognizing the lease liability based on the present value of its future lease payments. The Company uses an incremental bo1rnwing rate of 5.5% based on what it would approximately have to pay on a collateralized basis to bo1Tow an amount equal to the lease payments under similar te1ms and in a similar economic environment. The Company recognizes lease costs on a straight-line basis over the lease te1m.
On 2nd March 2022 the Company signed 5 year and 6 month lease for new office space wlrich rnns until 31st October 2027. This represents the first break clause in the agreement. The base monthly rent is \$22,306. The future minimum lease payments are as follows:
| Year Ending | |
|--------------------------------------|------------------|
| March 31, | Operating Leases |
| 2025 | \$268,932 |
| 2026 | 274,01
1 |
| 2027 | 279,249 |
| 2028 | 165,242 |
| Total undiscounted lease
payments | \$987,434 |
| Less: imputed interest | (94,052) |
| Present value of | |
| Lease liabilities | \$893,382 |
The Company's office space lease requires it to make variable payments for the Company's proportionate share of operating expenses (i.e., building's prope1ty taxes, insurance, and common area maintenance). These variable lease payments are not included in lease payments used to determine lease liability and are thus recognized as variable costs when incuned. Rental expenses for the year ended March 31, 2024 was approximately \$219,000.
# 7. **SUBSQUENT EVENTS**
The Company evaluated events occuning between the end of its fiscal year, March 31, 2024, through the date when the financial statements were issued and has noted no additional events that require disclosure of adjustment to these financial statements herein.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.