# UHY ADVISORS CORPORATE FINANCE, LLC X-17A-5 (2021-03-30) — Broker-dealer annual report - Company: UHY ADVISORS CORPORATE FINANCE, LLC - Form: X-17A-5 - Filed: 2021-03-30 - Period: 2020-12-31 - Accession: 0001146218-21-000002 - CIK: 1146218 - File #: 8-53608 - Material weakness: No - Auditor: Goldman & Company CPA PC - Auditor location: Marietta, GA - Contact: Brent Hippert - Phone: 443-541-8400 - Signed by: Brent Hippert (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1146218/000114621821000002/conffsuhy_20.pdf --- {0}------------------------------------------------ **UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: 3235-0123 Expires: 0DUPCFS Estimated average burden # hours per response.. . . . . 12.00 **ANNUAL AUDITED REPORT FORM X-17A-5 PART III** | SEC FILE NUMBER | |-----------------| | 53608
8- | **FACING PAGE** **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | | 01/01/20
12/31/20
REPORT FOR THE PERIOD BEGINNING______________________________ AND ENDING______________________________ | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|---------|-------------------------------------|--| | | MM/DD/YY | | MM/DD/YY | | | A. | REGISTRANT IDENTIFICATION | | | | | UHY
Advisors
Corporate
Finance,
LLC
NAME OF BROKER-DEALER: | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM I.D. NO. | | | 27725
Stansbury
Blvd
Suite
385
___________________________________________________________________________________________________________________ | | | | | | | (No. and Street) | | | | | ___________________________________________________________________________________________
Farmington Hills | | | 48334
__________________________ | | | (City) | (State) | | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
_____________________________________________________________________________________________________________________
Brent Hippert
443-541-8400 | | | | | | | | | (Area Code – Telephone Number) | | | B. | ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | Goldman
&
Company
CPA's
PC
_____________________________________________________________________________________________________________________ | | | | | | | (Name – if individual, state last, first, middle name) | | | | | 3535 Roswell Road, Ste 32
_____________________________________________________________________________________________________________________ | Marietta | GA | 30062 | | | (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 | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as 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** SEC 1410 () **unless the form displays a currently valid OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, Brent Hippert | , swear (or affirm) that, to the best of | |-------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | UHY Advisors Corporate Finance, LLC | my know ledge and belief the accompanying financial statement and supporting schedules pertaining to tbe firm of
, as | | of December 31 | 20 20
are true and correct. I further swear (or affirm) that | | classified solely as that of a customer, except as follows: | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | None | | | | CFO | | | Title | | This report** contains (check all applicable boxes):
0
(a) Facing Page. | CODY HAWLEY
Notary Public
Anne Arundel County
Maryland
-·------------l
My Commission Expires May 11, 2022 | | 0
(b) Statement of Financial Condition.
0./ (d) Statement of Changes in Financial Condition.
0
0
(g) Computation of Net Capital.
§,/
0 | 0 (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).
(e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
(f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
(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-l and the
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | | consolidation. | 0 (k) A Reconciliation between the audited and unaudited StatementS of Financial Condition with respect to methods of | - 0 (1) An Oath or Affirmation. - D (m) A copy of the SlPC Supplemental Report. - 0 (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 240.17 a-5( e)(3).* ~ .. {2}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) FINANCIAL STATEMENTS Report of Independent Registered Accounting Firm As of and for the Year Ended December 31, 2020 {3}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) ### TABLE OF CONTENTS | Report of Independent Registered Accounting Firm | 1 | |----------------------------------------------------------------------------------------------------------------------------------|-------| | Financial Statements | | | Statement of Financial Condition | 2 | | Statement of Operations and Member's Equity | 3 | | Statement of Cash Flows | 4 | | Notes to Financial Statements | 5 - 7 | | Supplemental Information | | | Schedule I - Computation of Net Capital Under Rule 15c3-1 | 8 | | Schedule II & III. Management Statement of Exemption from Rule 15c3-3 | 9 | | Review Report Of The Independent Registered Accounting Firm Of Firm's 7a-5(d)(4)
Exemption Report | 10 | | Exemption Report Of UHY Advisors Corporate Finance, LLC, Inc. Pursuant To
Securities And Exchange Commission Rule 17a-5(d)(4) | 11 | {4}------------------------------------------------ ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of UHY Advisors Corporate Finance, LLC (a wholly owned subsidiary ofUHY Advisors, Inc) #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of UHY Advisors Corporate Finance, < LLC (a wholly owned subsidia1y of UHY Advisors, Inc) as of December 31, 2020, the related statements of Cl.. operations and changes in member's equity and cash flows for the year then ended and the related notes andu 2 schedules 1, 2 and 3 (collectively refeffed to as the "financial statements"). In our opinion, the financial O statements present fairly, in all material respects, the financial position of UHY Advisors Corporate Finance, LLC (a wholly owned subsidiaiy of UHY Advisors, Inc) as of December 31, 2020, and the results of its ~ U operations and its cash flows for the year then ended in confonnity with accounting principles generallr accepted in the United States of America. 0 ~Basis for Opinion These financial statements ai·e the responsibility ofUHY Advisors Corporate Finance, LLC (a wholly owned DD subsidia1y ofUHY Advisors, Inc)'s management. Our responsibility is to express an opinion on UHY Advisors C01porate Finance, LLC (a wholly owned subsidia1y of UHY Advisors, Inc)'s financial statements based on our audit. We are a public accounting finn registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and ai·e required to be independent with respect to the company in accordance with the U.S Federal securities laws and the applicable mies 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 perfonn the audit to obtain reasonable assurance about whether the financial statements are free of material tnisstatement, whether due to effor or fraud. Our audit included perfomling procedures to assess the risks of material tnisstatement of the financial statements, whether due to effor 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. #### Auditor's Report on Supplemental Information The Schedule's 1- Computation of Net Capital Under SEC Rule 15c3-l, Schedule 2-Computation for Detennination of Reserve Requirements Pursuant to SEC Rule 15c3-3 (exemption) and Schedule 3- Infoimation Relating to Possession or Control Requirements Pursuant to SEC Rule 15c3-3 (exemption) have been subjected to audit procedures perfonned in conjunction with the audit of UHY Advisors Co1porate Finance, LLC (a wholly owned subsidiary of UHY Advisors, Inc) 's financial statements. The supplemental info1mation is the responsibility of UHY Advisors Co1porate Finance, LLC (a wholly owned subsidia1y of UHY Advisors, Inc)'s management. Our audit procedures included detennining whether the supplemental info1mation reconciles to the financial statements or the underlying accounting and other records, as applicable, and perfonning procedures to test the completeness and accuracy of the info1mation presented in the supplemental info1mation. In fonning our opinion on the supplemental information, we evaluated whether the supplemental info1mation, including its fotm and content, is presented in confo1mity with 17 C.F.R. §240. l 7a-5. In our opinion, the schedule's 1, 2. and 3 ai·e fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2015. Goldman & Company, CPA's, P.C. Marietta, Georgia March 30, 2021 {5}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) STATEMENT OF FINANCIAL CONDITION As of December 31, 2020 #### *ASSETS* | ASSETS
Cash and cash equivalents | \$ | 269,744 | |-----------------------------------------------------------------------|----|-------------------------| | TOTAL ASSETS | \$ | 269,744 | | LIABILITIES AND MEMBER'S EQUITY | | | | LIABILITIES
Accrued expenses
Due to parent
Total Liabilities | \$ | 1,287
2,631
3,918 | | MEMBER'S EQUITY | | 265,826 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | | 269,744 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) STATEMENT OF OPERATIONS AND MEMBER'S EQUITY For the Year Ended December 31, 2020 | REVENUE | | |-------------------------------------|---------------| | Referred fee income | \$
442,438 | | Total revenue | 442,438 | | OPERATING EXPENSES | | | Administrative expense | 343,036 | | Management fees | 36,000 | | Professional fees | 48,000 | | Regulatory fees | 8,400 | | Total operating expenses | 435,436 | | NET INCOME | 7,002 | | MEMBER'S EQUITY - Beginning of year | 258,824 | | MEMBER'S EQUITY - End of year | \$
265,826 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) STATEMENT OF CASH FLOWS For the Year Ended December 31, 2020 | CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash flows used in operating activities
Changes in operating assets and liabilities | \$
7,002 | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------| | Accrued expenses
Accounts Receivable
Due from related party | 24,383
140
187,987 | | Net Cash Flows Provided By Operating Activities | 219,512 | | CASH AND CASH EQUIVALENTS - Beginning of year | 50,232 | | CASH AND CASH EQUIVALENTS - END OF YEAR | \$
269,744 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) NOTES TO FINANCIAL STATEMENTS As of and for the Year Ended December 31, 2020 #### **NOTE 1 - Summary of Significant Accounting Policies** #### *Nature of Operations* UHY Advisors Corporate Finance, LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). The Company is a Delaware corporation formed on December 22, 2000 and is a wholly-owned subsidiary of UHY Advisors, Inc. (the "Parent"). The Company began operations on April 1, 2002, as Centerprise Capital, LLC. In 2014, the company changed its name to UHY Advisors Corporate Finance, LLC in order to more accurately represent its affiliation with the Parent. #### *Cash and Cash Equivalents* For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company maintains its cash balances in an area bank. Cash balances are insured up to \$250,000 per bank by the FDIC. #### *Reserves and Custody of Securities* The Company is an override broker/dealer under an agreement with non-affiliated broker/dealers. The un-affiliated broker/dealers pay referral fees to the Company on transactions generated by employees of its affiliates. The Company does not carry any customer accounts and does not interact with customers of the non-affiliated broker/dealers. #### *Referral Fee Revenue* The Company was formed by its parent to be able to offer a range of services to clients of its parent, including brokerage services. Certain employees of the parent are registered with non-affiliated brokerage firms and conduct securities brokerage activity, the net cash generated by the representatives are transferred to the Company as referral fees. These fees are transferred to the parent through an agreement discussed in Note 3 – Related Parties. The registered reps are paid a salary by the parent which may include a bonus based on brokerage activity from the Company funds transferred to the parent. #### *Revenue Recognition* On January 1, 2018, the Company adopted ASU 2014-09 *Revenue from Contracts with Customers* and all subsequent amendments to the ASU (collectively, "ASC 606"), which creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Revenue is measured based on a consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over goods or service to a customer. Refer to Revenue Recognition Note: *Revenue from Contracts with Customers* for further discussion on the Company's accounting policies for revenue sources within the scope of ASC 606. {9}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) #### NOTES TO FINANCIAL STATEMENTS As of and for the Year Ended December 31, 2020 #### *Revenue from Contracts with Customers*: #### Referral Fees: The Company earns referral fees from its contracts with its unaffiliated registered representatives who work for its parent. Referral fees earned consist of commissions paid to the unaffiliated registered representatives through the unaffiliated broker dealer and clearing firm where they are registered. Amounts paid to the company, are net of clearing charges. #### *Income Taxes* The Company is a limited liability company taxed as a partnership for income tax reporting purposes and as such, is not subject to income tax. Accordingly, no provision for income taxes is provided in the financial statements. The Company is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company has no uncertain tax positions at December 31, 2020 #### *Basis of Accounting* The Company maintains its books and records on the accrual basis of Accounting for financial reporting purposes, which is in accordance with U.S. Generally Accepted Accounting Principals which is required by the SEC and FINRA. The Company is evaluating new accounting standards and will implement as required #### *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 those estimates. #### **NOTE 2 - Net Capital Requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of a minimum amount of net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the net capital ratio after such withdrawals or payments would exceed 10 to 1. The Company had net capital of \$265,825 and excess capital of \$260,825 as of December 31, 2020, and a net capital requirement of \$5,000. The Company's net capital ratio to indebtedness as of December 31, 2020 was .14 to 1. {10}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) NOTES TO FINANCIAL STATEMENTS As of and for the Year Ended December 31, 2020 #### **NOTE 3 - Related Party Transactions** The Company is wholly owned by UHY Advisors, Inc. The Parent assumes responsibility for all income tax liabilities. *During the year ended December 31, 2020, pursuant to a Services Agreement between the Company and the Parent which was amended effective January 1, 2020, the Company recorded a licensing fee of \$343,036 to the Parent. This amount is included in Administrative fees on the Statement of Income and Member's Equity. The licensing fee allows the use of the Parent's name, software, accounting and management business as well as access to certain employees of the Parent based on 98% of net income before deducting the management fee mentioned below. Due to the Parent at December 31, 2020 was \$2,631. The terms are monthly.* *Under this agreement, the Company is also provided certain management and administrative services, including monthly financial statement preparation and review, by personnel of the Parent. During the term of the agreement, the Parent company will receive a monthly services fee of \$3,000. Fees charged under this agreement during the year ended December 31, 2020 were \$36,000. This amount is included in Management Fees on the Statement of activities. The terms are monthly.* #### **NOTE 4 - Subsequent Events** The Company has evaluated subsequent events through March 30, 2021 which is the date that the financial statements were issued. The Company has not identified any events that require adjustment or disclosure on the financial statements. {11}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) #### SCHEDULE I – COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 As of December 31, 2020 | AGGREGATE INDEBTEDNESS
Accrued expenses | \$
3,919 | |----------------------------------------------------------------|---------------| | Total Aggregate Indebtedness | \$
3,919 | | NET CAPITAL
Member's equity | \$
265,826 | | Net Capital | 265,826 | | Net capital requirement (Minimum) | 5,000 | | Capital in excess of minimum requirement | \$
260,826 | | Minimum required net capital (based on aggregate indebtedness) | \$
5,000 | | Ratio of aggregate indebtedness to net capital | .14 to 1 | There were no differences between the above calculation and the Company's calculation of net capital as reflected on the unaudited Amended Form 17a-5, Part IIA. {12}------------------------------------------------ (A Wholly-Owned Subsidiary of UHY Advisors, Inc.) ## **SCHEDULE II** ## **COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS UNDER RULE 15c3-3** UHY Advisors Corporate Finance, LLC is exempt from Rule 15c3-3 under the provision of Rule 15c3-3(k)(2)(i). ## **SCHEDULE III** #### **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3** UHY Advisors Corporate Finance, LLC is exempt from Rule 15c3-3 under the provision of Rule 15c3-3(k)(2)(i). {13}------------------------------------------------ **SUPPLEMENTAL INFORMATION** {14}------------------------------------------------ ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM >- ,#Jilt .... z ### To the Member of UHY Advisors Corporate Finance, LLC (a wholly owned subsidiary ofUHY Advisors, Inc) We have reviewed management's statements, included in the accompanying UHY Advisors Corporate Finance, LLC's (a wholly owned subsidiaiy of UHY Advisors, Inc)Annual Exemption < Report, in which (1) UHY Advisors Corporate Finance, LLC (a wholly owned subsidiary of UHY Cl.. Advisors, Inc)identified the following provisions of 17 C.F.R. § 15c3-3(k) under which UHYU 2 Advisors Corporate Finance, LLC (a wholly owned subsidiaiy of UHY Advisors, Inc)claimed an O exemption from 17 C.F.R. §240.15c3-3: k(2)(i) (the "exemption provisions") and (2) UHY Advisors u Corporate Finance, LLC (a wholly owned subsidiaiy of UHY Advisors, Inc)stated that UHYe ~ Advisors Corporate Finance, LLC (a wholly owned subsidiary of UHY Advisors, Inc) met the 0 identified exemption provisions throughout the most recent fiscal yeai· without exception. UHY ~ Advisors Corporate Finance, LLC's (a wholly owned subsidiary of UHY Advisors, Inc) management is responsible for compliance with the exemption provisions and its statements. DD Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about UHY Advisors Corporate Finance, LLC's (a wholly owned subsidiaiy of UHY Advisors, Inc) compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not awai·e of any material modifications that should be made to management's statements refeITed to above for them to be fairly stated, in all material respects, based on the provisions set fort h in pai·agraph (k)(2)(i) of Rule 15c3-3 under the SecUiities Exchange Act of 1934. Goldman & Company, CPA's, P.C. Marietta, Georgia March 30, 2021 {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) ## 27725 Stansbury Blvd Suite 385 Farmington Hills, MI 48334 ## **Exemption Report** UHY Advisors Corporate Finance, LLC (the "Company") is a registered brokerdealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-3 (k): (2)(i) - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3(k) throughout the most recent fiscal year without exception. I, Brent E. Hippert, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. By: Brent E. Hippert Title: CFO March 29, 2021 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.