# RIVINGTON SECURITIES, LLC X-17A-5 (2024-02-23) — Broker-dealer annual report - Company: RIVINGTON SECURITIES, LLC - Form: X-17A-5 - Filed: 2024-02-23 - Period: 2023-12-31 - Accession: 0001172571-24-000001 - CIK: 1172571 - File #: 8-65329 - Type: Broker-dealer - Material weakness: No - Auditor: McBee & Co., PC - Auditor location: Dallas, TX - Contact: Scott A. Logan - Phone: 713-750-0900 - Email: slogan@rivingtoncap.com - Website: rivingtoncap.com - Signed by: Scott A. Logan (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1172571/000117257124000001/2023auditrivingtonpublic-.pdf --- {0}------------------------------------------------ OMB APPROVAL **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-012B Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 ANNUAL REPORTS FORM X-17A-5 PART III SEC FILE NUMBER** 8-65329 **FACING PAGE Information Required Pursuant to Rules 17a-5,17a-12, and 18a-7 under the Securities Exchange Act of 1934** 01/01/2023 AND ENDING 12/31/2023 FILING FOR THE PERIOD BEGINNING MM/DDAY MM/DDAY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM. : Rivington Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): H Broker-dealer Security-based swap dealer Major security-based swap participant Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS:(Do not use a P.O. box no.) 609 Main Street, Suite 3900 (No. and Street) Houston TX 77002 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING Scott A. Logan 713-750-0900 slogan@rivingtoncap.com (Area Code -Telephone Number) (Email Address) (Name) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* McBee & Co., PC (Name -if individual, state last,first,and middle name) 718 Paulus Avenue Dallas TX 75214 (City) (State) (Zip Code) (Address) 09/22/2009 3631 (PCAOB Registration Number,if applicable) (Date of Registration with PCAOB)(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 240.17a-5(e)(l)(ii),if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | Scott A. Logan

( | | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|--| | financial report pertaining to the firm of | Rivington Securities, LLC | as of | | | 12/31
22023 | .is true and correct. Ifurther swear (or affirm) that neither the company nor any | | | | | 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. | | | | | | JULIE BLOOMER
Signature: | | | Title: Chief Executive Officer Notary Public #### This filing\*\*contains (check all applicable boxes): - H(a) Statement of financial condition. - **B**(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). **Notary ID #129108062** *UrJ* **%Commission Expires August 31, 2024** - (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 240.15c3-lor 17 CFR 240.18a-l, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - (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. - (I) 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 capital or tangible net worth under 17 CFR 240.15c3-l,17 CFR 240.18a-l,or 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 subsidiaries not consolidated in the statement of financial condition. - **B**(q) Oath or affirmation in accordance with 17 CFR 240.17a-5,17 CFR 240.17a-12, or 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. - **B** (u) Independent public accountant's report based on an examination of the financial report or 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 240.15c3-le or 17 CFR 240.17a-12, as applicable. - (y) Report describing any material inadequacies found to exist or 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: *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ ## **Rivington Securities, LLC** *Financial Statements and Supplemental Schedules For the Year Ended December 31, 2023* This report is filed in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a **PUBLIC document.** {3}------------------------------------------------ ## **INDEX TO FINANCIAL STATEMENTS** # **Report oflndependent Registered Public Accounting Firm** 1 **Statement of Financial Condition -**As of December 31, 2023 2 **Notes to Financial Statements** 4 #### PAGE {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **A** Professional Corporation Certified Public Accountants ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** ## **To the Member of Rivington Securities, LLC** ## **Opinion on the Financial Statement** **We have audited the accompanying statement of financial condition of Rivington Securities, LLC as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Rivington Securities, LLC as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.** ## **Basis for Opinion** **This financial statement is the responsibility of Rivington Securities, LLC 's management. Our responsibility is to express an opinion on Rivington Securities, 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 Rivington Securities, 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.** McBee & Co.,PC **We have served as Rivington Securities, LLC 's auditor since 2023.** **Dallas, Texas February 20, 2024** {5}------------------------------------------------ ## STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023 #### **ASSETS** | Cash | \$
116,753 | |-----------------------------------------------|---------------| | Prepaid
and
assets
expenses
other | 9,090 | | | | | Assets
Total | \$
125,843 | ## **LIABILITIES AND MEMBER'S EQUITY** | Liabilities: | | |---------------------------------------------------|---------------| | Related
party
payable | \$
1,425 | | Accrued
expenses | 195 | | Total
Liabilities | 1,620 | | Member's
Equity | 124,223 | | Total
Liabilities
Member's
and
Equity | \$
125,843 | See accompanying notes to financial statements. {6}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS #### **1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:** *Nature of Operations*-Rivington Securities, LLC ("Securities" or the "Company") was formed on April 4, 2002, as a broker-dealer registered with the Securities and Exchange Commission ("SEC"), a member of the Financial Industry Regulatory Authority ("FINRA") and Securities Investor Protection Corporation ("SIPC"). The Company is a Colorado limited liability company that is wholly owned by Rivington Holdings, LLC ("Parent"). TheCompany's office islocated in Houston, Texas. The Company is an investment banking firm specializing in private placement of securities exclusively with accredited and institutional investors, merger and acquisition ("M&A") services and financial advisory services for the small and mid-cap upstream energy sectors. The Company does not maintain custody or possession of customer funds orsecurities. The Company is considered "Non-Covered Firm" exempt from 17C.F.R.§ 240.15c3-3 and isfiling an Exemption Report relying on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff. The Company limits its business activities exclusively to: (1) private placements of securities exclusively with accredited and institutional investors; and (2) mergers and acquisitions and related advisory services. The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets generally accepted accounting principles ("GAAP") that the Company follows to ensure they consistently report their financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification,sometimes referred to as the Codification or ASC. *Use of Estimates* — In preparing the financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. *Credit Risk* -Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. At December 31, 2023, the Company did not hold cash deposits with a bank in excess of Federally insured amounts. The Company places its cash with financial institutions that management believes are creditworthy. {7}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS #### NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued) *Income Taxes*—Securitiesis a single member limited liability company and istreated as a disregarded entity for income tax purposes. The operating results of the Company are included in the tax returns of the Parent and passed through to its members, therefore, no provision or liability for income taxes has been recorded in the financial statements. The Company has not recorded any liabilities as of December 31, 2023 related to the provisions of FASB ASC 740, *Simplifying the Accounting for Income Taxes.* As of December 31, 2023, the Company made no provision for interest or penalties related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various states. *Revenue Recosnition —* Revenue from contracts with customers includes investment banking fees and advisory fees related to merger and acquisition transaction. The recognition and measurement of revenue under FASB ASC 606, Revenue from Contracts with Customers, is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at the 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 Company's progress under the related agreement; and whether constraints on variable consideration should be applied due to uncertain future events. The Company provides advisory services for raising private capital and M&A to private companies. The Company is engaged by clients to provide advisory services and manage the related processes of these transactions. Revenue from advisory arrangements is generally recognized at the point in time that performance under the agreement 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 the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances,significant judgment 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 deferred income. There was no revenue from advisory fees during 2023. {8}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENTS ## 2. CONCENTRATION OF REVENUE: During the year ending December 31, 2023, 100% of the Company's revenue is derived from one customer. #### **3. RELATED PARTY TRANSACTIONS:** On April 23, 2002, the Company and Parent entered into a Management Agreement (the "Management Agreement"). In accordance with the Management Agreement, Parent provides the Company any and all management and back office services, and overhead expenses including (but not limited to) financial service management, information systems, bookkeeping, record keeping, and clerical services. Effective January 1, 2014 the Company and Parent entered into the Second Amended and Restated Office and Administrative Services Agreement to include a more definitive provision for compensation to Parent for the services provided. Accordingly, compensation to Parent is comprised of two categories as follows: Incremental Allocation Services Fee -Base fee charged by Parent for services provided to Securities. The allocation servicesfee is a fixed amount that is charged by Parent on a monthly basis. For the year ended December 31, 2023, the Company recorded total incremental allocation services fees of \$38,244, which is recorded in the following categories on the Statement of Income: ## For the Year Ended December 31, 2023 | Fees
Professional | \$
2,724 | |------------------------------------------|--------------| | Rent | 8,076 | | Travel,
meals
and
entertainment | 1,104 | | Insurance | 1,176 | | Payroll
expenses | 16,224 | | and
Technology
communications | 2,412 | | and
General
administrative | 6,528 | | Total | \$
38,244 | {9}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS ### NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued) Overhead Expenses-Additional cost for other overhead expenses as determined by the managing members of Parent. An additional \$1,425 of other overhead expenses were charged for the year ended December 31, 2023. Accordingly, corresponding credits were recorded as payable to Parent for 2023 for all charges incurred under the Management Agreement with a balance due at December 31, 2023 of \$1,425. ## 4. REGULATORY CAPITAL REQUIREMENTS: The Company is subject to regulatory net capital rules administered by the SEC's Uniform Net Capital Rule (Rule 15c3-l). Under such rules, the Company is required to maintain minimum net capital equal to the greater of 6 2/3% of aggregate indebtedness as defined or \$5,000. As of December 31, 2023, the Company's net capital, as defined, was \$115,133 and its net capital in excess of the minimum requirement was \$110,133. The Company's net capital ratio was 1.41 to 1 for December 31, 2023. ## 5. COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of conducting its business, the Company may be subjected to loss contingencies arising from lawsuits. Management believes that the outcome of such matters, if any, will not have a material impact on the Company'sfinancial condition or results of future operations. As of December 31, 2023, there are no pending litigation. ## 6. SUBSEQUENT EVENTS The Company has performed an evaluation of eventsthat have occurred subsequent to December 31, 2023, and through February 20, 2024, the date ofthe filing ofthisreport. There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2023. The Company processed a \$30,000 capital distribution to the Parent on February 9, 2024. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.