# SPENCER CLARKE LLC X-17A-5 (2020-06-01) — Broker-dealer annual report - Company: SPENCER CLARKE LLC - Form: X-17A-5 - Filed: 2020-06-01 - Period: 2020-03-31 - Accession: 0001016460-20-000001 - CIK: 1016460 - File #: 8-49362 - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Greg Vittor - Phone: 5619010050 - Signed by: Reid Drescher (President & CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1016460/000101646020000001/SpencerC2019PUBLIC.pdf --- {0}------------------------------------------------ # SPENCER CLARKE LLC # FINANCIAL STATEMENTS # AND # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED MARCH 31, 2020 {1}------------------------------------------------ UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL 3235-0123 OMB Number: Expires: August 31, 2020 Estimated average burden hours per response .. . . . . . . 12.00 SEC FILE NUMBER 8-49362 # ANNUAL AUDITED REPORT FORM X-17A-5 PART III | FACING PAGE | | |-------------|--| Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | | April 1, 2019 | AND ENDING | March 31, 2020 | | |------------------------------------------------------------------------------------------|--------------------------------------------------------|------------|--------------------------------|--| | REPORT FOR THE PERIOD BEGINNING | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: | SPENCER CLARKE LLC | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM I.D. NO. | | | | 555 Madison Ave 5th Floor | | | | | | (No. and Street) | | | | | New York | NY | | 10022 | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Reid Drescher | | | 212-446-6111 | | | | | | (Area Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | Ohab and Company, PA | | | | | | (Name - if individual, state last, first, middle name) | | | | | 100 E Sybelia Avenue, Suite 130 Maitland | | ﯩﺘ | 32751 | | | (Address) | (City) | (State) | (Zip Code) | | | | | | | | | CHECK ONE: | | | | | | Certified Public Accountant | | | | | | Public Accountant | | | | | | Accountant not resident in United States or any of its possessions. | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | nt \*Claims for exemption from the requirement that the o \*Claims for exemplion from the requrement mat the unitur report on the basis for the exemption. See Section 240.17a-5(e)(2) > Potential persons who are to respond to the collection of > information contained in this form are not required to respond > in in the formedianlays a surrently valid OM information contained in this form are not required to respond > unless the form displays a currently valid OMB control number. SEC 1410 (11-05) {2}------------------------------------------------ # OATH OR AFFIRMATION | Reid Drescher | | | swear (or a more swear (or affirm) that, to the best of | | |-------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|-----------------------------------------------------------------------|--| | SPENCER CLARKE LLC | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of | | | | | of of the see | | | March 31 20 20 are true and correct. I further swear (or affirm) that | | | | neither the company nor any partner, principal officer or director has any proprietary interest in any account | | | | | | classified solely as that of a customer, except as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature | | | | | | President & CEO | | | | | | Title | | | | | | | **Note: Based upon relief from Commission staff | | | Notary Public | | is making this filing without a notarization | and difficulties arising from COVID-19, Spencer Clarke LLC | | | | This report ** contains (check all applicable boxes): | | | | | V (a) Facing Page.
(b) 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). | | | | | | (d) Statement of Changes in Financial Condition.
(e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. | | | | | | (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | | | (g) Computation of Net Capital. | | | | | | | (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3.
(i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3. | | | | | | (j) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule 15c3-1 and the | | | | | | Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | | | | | | (k) A Reconciliation between the audited Statements of Financial Condition with respect to methods of | | | | | consolidation.
(1) An Oath or Affirmation. | | | | | | | (m) A copy of the SIPC Supplemental Report. | | | | | | (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | | | | | | ** For conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e). | | | | {3}------------------------------------------------ # SPENCER CLARKE LLC FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020 # TABLE OF CONTENTS | | Page | |---------------------------------------------------------|------| | Report of Independent Registered Public Accounting Firm | 1 | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 Email: pam(@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Spencer Clarke LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Spencer Clarke LLC as of March 31, 2020, 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 Spencer Clarke LLC as of March 31, 2020 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of Spencer Clarke LLC's management. Our responsibility is to express an opinion on Spencer Clarke 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 Spencer Clarke 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. Ohd and Compay. I We have served as Spencer Clarke LLC's auditor since 2015. Maitland, Florida May 15, 2020 {5}------------------------------------------------ # SPENCER CLARKE LLC MARCH 31, 2020 STATEMENT OF FINANCIAL CONDITION # ASSETS | Cash
Other assets | \$
12,666
3,655 | |---------------------------------------|-----------------------| | Total Assets | \$
16,321 | | | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | Accounts Payable and Accrued Expenses | \$
5,779 | | Member's Equity | | | Total Member's Equity | 10,542 | | Total Liabilities and Member's Equity | \$
16,321 | The accompanying notes are an integral part of these financial statements {6}------------------------------------------------ # SPENCER CLARKE LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020 # NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES # Organization and Business Spencer Clarke LLC. (The "Company"), a Limited Liability Company, is a broker dealer registered with the Securities and Exchange Commission and is both a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investors Protection Corporation ("SIPC"). The Company is wholly owned by Spencer Clarke Holdings LLC ("Holdings"). The Company earns consulting and advisory fees, from providing investment banking services. These fees are earned through its participation in private placement offerings and providing merger and acquisition, financial advisory and general corporate consulting services to companies. # Use of Estimates The preparation of financial statements in conformity with the Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of 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 those estimates. # Cash and Cash Equivalents For purposes of reporting the statement of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated with funds in excess of those limits. As of March 31, 2020, the Company had no uninsured cash balances. The Company maintains all cash balances in two financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the strength of the financial institution. The Company has not incurred any losses on this account and does not believe it is exposed to any significant credit risk on cash. #### Income Taxes The Company files consolidated tax returns with its parent, Spencer Clark Holdings LLC. The Company is an LLC and will not be required to recognize income tax expense. The member of the LLC will recognize tax provisions. The Company evaluates all significant tax positions as required by accounting principles generally accepted in the United States of America. The federal and state income tax returns of the company for 2018, 2017, and 2016 are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. {7}------------------------------------------------ # SPENCER CLARKE LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020 # NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) # Revenue Recognition Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement 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 Companies progress under the contract; whether revenue should be presented gross or net of certain costs: and whether constraints on variable consideration should be applied due to uncertain future events. ### Investment Banking M&A Advisory Fees. The Company provides advisory services on mergers and acquisitions (M&A). Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. At March 31, 2020 all amounts were immaterial. #### NOTE 2. NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), 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 March 31, 2020, the Company has net capital of \$6,887 which was \$1,887 in excess of its required net capital of \$5,000. The Company's percentage of aggregate indebtedness to net capital was 83.91%. # NOTE 3. CONCENTRATIONS During the year ended March 31, 2020, two major customers represented 59.28% of advisory fee revenue. #### NOTE 4. RELATED PARTIES The Company paid \$25,000 for consulting services and Commissions to the owner of the Broker Dealer. {8}------------------------------------------------ # SPENCER CLARKE LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2020 # NOTE 5. COMMITMENTS & CONTINGENCIES The Company has no other commitments or contingencies at March 31, 2020 #### NOTE 6. OFFICE LEASE In February 2016, the FASB issued ASU 2016-02 Leases – (Topic842). ASU 2016-02 will require the recognition of lease assets and lease liabilities on the balance sheet related to the rights and obligations created by lease agreements, including for those leases classified as operating leases under previous GAAP, along with disclosure of key information about lease arrangements. The Company has elected not to apply the recognition requirements of Topic 842 relating to its short term office lease and instead has elected to recognize the lease payments as lease costs on a straight-line basis over the lease term. The lease cost is \$20,036 relating to the office lease for the year ended March 31, 2020 #### NOTE 7. SUBSEQUENT EVENTS The company has performed an evaluation of subsequent events through the date the financial statements were issued. With exception of the matter below, the evaluation did not result in any subsequent events that require disclosure and or adjustments. The extent of the impact of the coronavirus ("COVID-19") outbreak on the Broker Dealer will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID-19 on the financial markets and the overall economy, all of which are highly uncertain and cannot be predicted. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.