# BTIG, LLC X-17A-5 (2020-03-03) — Broker-dealer annual report

- Company: BTIG, LLC
- Form: X-17A-5
- Filed: 2020-03-03
- Period: 2019-12-31
- Accession: 0001178937-20-000007
- CIK: 1178937
- File #: 8-65473
- Material weakness: No
- Auditor: BDO USA, LLP
- Auditor location: San Francisco, CA
- Contact: Brian K. Endres
- Phone: 4152482235
- Signed by: Brian K. Endres (Chief Financial Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1178937/000117893720000007/rePublic.pdf

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(SEC. 1.0. NO. 8-65473)

Statement of Financial Condition as of December 31, 2019, and Report of Independent Registered Public Accounting Firm

#### **PUBLIC DOCUMENT**

*(Filed pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934.* 

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**UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 

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# **ANNUAL AUDITED REPORT FORM X-17A-5 PART** Ill

|         | SEC FILE NUMBER |
|---------|-----------------|
| 8-65473 |                 |

#### **FACING PAGE Information Requested of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule** 1**7a-5 Thereunder**

| REPORT FOR THE PERIOD<br>BEGINNING                                                            | AND<br>ENDING                                                          | 12/31/19 |                               |  |  |  |  |
|-----------------------------------------------------------------------------------------------|------------------------------------------------------------------------|----------|-------------------------------|--|--|--|--|
|                                                                                               | ---------<br>MM/DD/YY                                                  |          | MM/DD/YY                      |  |  |  |  |
| A. REGISTRANT IDENTIFICATION                                                                  |                                                                        |          |                               |  |  |  |  |
| BTIG, LLC<br>NAME OF BROKER<br>DEALER:                                                        | OFFICIAL USE ONLY                                                      |          |                               |  |  |  |  |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do note use P.O. Box No.)<br>600 Montgomery Street 6 | FIRM I.D. NO.                                                          |          |                               |  |  |  |  |
|                                                                                               | Floor<br>(No. and street)                                              |          |                               |  |  |  |  |
| San Francisco                                                                                 |                                                                        | 94111    |                               |  |  |  |  |
| (City)                                                                                        | CA<br>(State)                                                          |          |                               |  |  |  |  |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT                       |                                                                        |          |                               |  |  |  |  |
| Brian K Endres                                                                                |                                                                        |          | 415-248-2200                  |  |  |  |  |
|                                                                                               |                                                                        |          | (Area Code- Telephone Number) |  |  |  |  |
|                                                                                               | B. ACCOUNT ANT IDENTIFICATION                                          |          |                               |  |  |  |  |
| INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report*                     |                                                                        |          |                               |  |  |  |  |
| BDO USA, LLP                                                                                  |                                                                        |          |                               |  |  |  |  |
|                                                                                               | (Name - if individual, state last, first, middle name)                 |          |                               |  |  |  |  |
| One Bush Street                                                                               | San Francisco                                                          | CA       | 94104                         |  |  |  |  |
| (Address)                                                                                     | (City)                                                                 | (State)  | (Zip Code)                    |  |  |  |  |
| CHECK ONE:<br>]<br>Certified Public Accountant<br>L] 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 ac must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240. 17a* 

> **Potential 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 0MB control number.**

SEC 1410 (06-02)

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#### **OATH OR AFFIRMATION**

I, Brian K. Endres, swear (or affirm) that, to the best of my knowledge and belief the accompanying Statement of Financial Condition pertaining to BTIG, LLC as of and for the year ended December 31, 2019, are true and correct. I further swear ( or affirm) that neither the Company nor any principal officer or director has any proprietary interest in any account classified solely as that of a customer.

Date February 27, 2020

Title Chief Financial Officer

Signature

-------------- Notary Public

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**CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202**  See Attached Document (Notary to cross out lines 1-6 below) See Statement Below (Lines 1-6 to be completed only by document signer[s], *not* Notary) *Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any)*  A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California county or Tc6 6-c **so**  ..i4 •..IS.ABE.LLE .**M.**M.AR.QUE.T . , **J ~** Notary Public - California *<sup>z</sup>*5>. # sswaascoy \$ *:3*<sup>d</sup> *.°* «sos,rise <sup>5</sup> My Comm.Expires Jul 31,2021 Subscribed and sworn to (or affirmed) before me on rs a±ts aay of6so"C" .2oao by *Date Mon Year*  (). Boo- Ce-.e-e ts *bras*  **(arj r/- ------- ),**  *Name# of Signer(f*  proved to me on the basis of satisfactory evidence to be the person(gf who appeared before me. sac Ce <sup>m</sup>**craps**  *Signature of Notary Pubic Seal f Place Notary Seal Above Though this section* is *optional, completing this f} info \ rm ] at om ion can deter alteration of the document or fraudulent reattachment of this form to an unintended document.*  **Description of Attached Document** 15G% Lt -o-le 2oh *uf*  Title or Type of Document: iyrCsd (O&ska Document Date: [\3 [ZQ 2©

Number of Pages: **\_(2-** \_Signer(s) Other Than Named Above: JO O Cs-e'S-762,827164824,28£171,982708-44~

©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) ltem #5910

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#### **TABLE OF CONTENTS**

**This report\*\* contains (check all applicable boxes):** 

| ] | (a) | Facing page.                                                                                                                                                                                                         |
|---|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ] | (b) | Statement of Financial Condition.                                                                                                                                                                                    |
| □ | (c) | Statement of Operations.                                                                                                                                                                                             |
| □ | (d) | Statement of Cash Flows.                                                                                                                                                                                             |
| □ | (e) | Statement of Changes in Members' Equity.                                                                                                                                                                             |
| □ | (D) | Statement of Changes in Liabilities Subordinated to Claims of Creditors.                                                                                                                                             |
| ] |     | Notes to Financial Statements.                                                                                                                                                                                       |
| □ | (g) | Computation of Net Capital.                                                                                                                                                                                          |
| □ | (h) | Computation for Determination of Reserve Requirements Pursuant to<br>Rule 15c3-3.                                                                                                                                    |
| □ | (i) | Information Relating to the Possession or Control Requirements Under<br>Rule 15c3-3.                                                                                                                                 |
| □ | i)  | A Reconciliation, including appropriate explanations, of the Computation<br>of Net Capital Under Rule l 5c3- l and the Computation for Determination<br>of the Reserve Requirements Under Exhibit A of Rule l 5c3-3. |
| □ | (k) | A Reconciliation between the audited and unaudited Statements of<br>Financial Condition with respect to methods of consolidation.                                                                                    |
| ] | (I) | An Oath or Affirmation.                                                                                                                                                                                              |
| □ | (m) | A copy of the SIPC Supplemental Report (filed concurrently herewith as a<br>separate document).                                                                                                                      |
| □ | (n) | A report describing any material inadequacies found to exist or found to<br>have existed since the date of the previous audit.                                                                                       |

F*or conditions of confidential treatment of certain portions of this filing, see section 240. I 7 a-5 (e)(3).* 

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![](_page_5_Picture_0.jpeg)

Fax: 415-397-2161 www.bdo.com

One Bush Street Suite 1800 San Francisco, CA 94104

#### **Report of Independent Registered Public Accounting Firm**

The Managing Member of BTIG, LLC San Francisco, California

#### **Opinion on Financial Statement**

We have audited the accompanying statement of financial condition of BTIG, LLC (the "Company") as of December 31, 2019, and the related notes (collectively referred to as the "the financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

## **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 firm 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 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 statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the all presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

# **BDO usA,c?**

We have served as the Company's auditor since 2013.

San Francisco, California

February 27, 2020

BOO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BOO International limited, a UK company limited by guarantee, and forms part of the international BOO network of independent member firms.

BOO is the brand name for the BOO network and for each of the BOO Member Firms.

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#### **STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2019**

#### **ASSETS**

| CASH AND CASH EQUIVALENTS                                                                                                                                                                                                                                                      | \$<br>81,370,752                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| CASH SEGREGATED UNDER FEDERAL OR OTHER REGULATIONS                                                                                                                                                                                                                             | 9,493,544                                                                          |
| SECURITIES OWNED- At fair value                                                                                                                                                                                                                                                | 45,565,883                                                                         |
| RECEIVABLES FROM CLEARING BROKERS                                                                                                                                                                                                                                              | 18,363,339                                                                         |
| RECEIVABLES FROM OTHER BROKER-DEALERS, NET                                                                                                                                                                                                                                     | 10,632,737                                                                         |
| RECEIVABLES FROM PARENT, AFFILIATES AND EMPLOYEES                                                                                                                                                                                                                              | 19,809,914                                                                         |
| OPERATING LEASE RIGHT OF USE ASSETS                                                                                                                                                                                                                                            | 58,906,443                                                                         |
| OTHER ASSETS                                                                                                                                                                                                                                                                   | 20,014,164                                                                         |
| TOTAL                                                                                                                                                                                                                                                                          | \$ 264,156,776                                                                     |
| LIABILITIES AND MEMBERS' EQUITY                                                                                                                                                                                                                                                |                                                                                    |
| LIABILITIES:<br>Securities sold not yet purchased - at fair value<br>Accrued commissions<br>Accrued compensation and benefits<br>Accrued floor brokerage, exchange, execution and clearance fees<br>Accounts payable and other accrued expenses<br>Operating lease liabilities | \$<br>16,394,463<br>9,471,942<br>54,890,740<br>968,310<br>15,835,329<br>63,315,254 |
| Total liabilities                                                                                                                                                                                                                                                              | 160,876,038                                                                        |
| MEMBERS' EQUITY                                                                                                                                                                                                                                                                | I 03,280, 738                                                                      |
| TOTAL                                                                                                                                                                                                                                                                          | \$ 264,156,776                                                                     |

The accompanying notes are an integral part of the statement of financial condition.

-5-

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#### **NOTES TO STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2019**

#### **l. NATURE OF BUSINESS**

BTIG, LLC (the "Company") is owned by Condor Trading, LP (the "Parent") and Goldman Sachs Group, Inc. The Company received approval to operate and conduct business as a broker-dealer in December 2002, is registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority (FINRA"). The Company is also registered with the Commodity Futures Trading Commission ("CFTC") and the National Futures Association ("NF A"). The Company is engaged in brokerage activities acting primarily as an agent for institutional customers in the purchase and sale of domestic and foreign equity securities, American Depository Receipts (ADR's"), Exchange-Traded Funds (ETF's"), listed options, as a principal for transactions in fixed income securities as well as on a name give-up basis for futures and foreign exchange transactions. The Company also offers customers access to a full range of strategic financial advisory, capital market, prime brokerage and investment banking related services. All institutional customer equity, options and fixed income businesses are cleared through clearing brokers, on a fully disclosed basis and accordingly, the Company does not carry securities accounts for these customers or perform custodial functions relating to their securities.

#### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Basis of Presentation** The Statement of Financial Condition is expressed in United States dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

**Use of Estimate**s The preparation of the Company's Statement of Financial Condition in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Statement of Financial Condition. Actual amounts could differ from those estimates and these differences could be material.

**Cash and Cash Equivalent**s The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.

**Cash Segregated under Federal or Other Regulations** At December 31, 2019, the Company had maintained a cash balance of \$9,493,544 in a reserve bank account for the exclusive benefit of customers under Rule 15c3-3 of the Securities Exchange Act of 1934.

**Securities Owned and Securities Sold not yet Purchase**d Securities owned and securities sold not yet purchased are recorded on a trade-date basis and are carried at fair value.

**Receivable From/Payable to Clearing Broker**s Securities transactions are executed through clearing brokers on a fully-disclosed basis. Amounts receivable from and payable to the clearing brokers relate to such transactions.

**Translation of Foreign Currenc**y Purchases and sales of investments that are denominated in foreign currencies, are translated into United States dollar amounts on the transaction date.

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**Fair Value of Financial Instrument**s Securities owned and securities sold not yet purchased are recorded at fair value. The Company's other financial instruments, including cash and cash equivalents, receivable from and payable to clearing brokers and certain other assets, are recorded at their cost or contract amount, which is considered by management to approximate their fair value as they are short-term in nature and are subject to frequent re-pricing.

**Income Taxe**s As a limited liability company that is treated as a partnership for income tax purposes, the Company is not directly liable for income taxes.

#### **3. FAIR VALUE OF ASSETS AND LIABILITIES**

Financial Accounting Standards Board (F **ASB)** authoritative guidance defines fair value as the price that would be received to sell an asset or the price paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. Authoritative literature also 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. Observable inputs are based on market pricing data obtained from sources independent of the Company. A quoted price in an active market provides the most reliable evidence of fair value and is generally used to measure fair value whenever available. Unobservable inputs reflect management's judgment about the assumptions market participants would use in pricing the asset or liability. Where inputs used to measure fair value of an asset or liability are from different levels of the hierarchy, the asset or liability is categorized based on the lowest level input that is significant to the fair value measurement in its entity. Assessing the significance of a particular input requires judgment. The fair value hierarchy includes three levels based on the objectivity of the inputs as follows:

*Level* I Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Investments in this category included active exchange-traded money market funds, listed equities, and listed options. 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 inputs other than quoted prices included in Level I that are observable for the asset or liability, either directly or indirectly. Level 2 inputs included quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

*Level* 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

**Valuation Technique**s The Company values investments in securities owned and securities sold not yet purchased 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.

For investment securities categorized as Level 2, the Company uses prices obtained from independent third-party pricing services to measure fair value. Prices received from the pricing services are validated using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. The Company does not adjust the prices received from third-party pricing services unless such prices are inconsistent

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with the definition of fair value and result in a material difference in the recorded amounts. At December 31, 2019, the Company did not adjust prices received from the pricing services.

**Assets and Liabilities Recorded at Fair Valu**e The Company's assets and liabilities recorded at fair value include securities owned and securities sold not yet purchased. These assets and liabilities are categorized as Level 1 and Level 2 based upon the fair value hierarchy. There were no securities classified as Level 3 at December 31, 2019.

The following table as of December 31, 2019, summarizes the valuation of the Company's investments by the fair value hierarchy levels:

|                                                                                                           |   | Total                                          | Level 1                                          |   | Level 2                  |    | Level 3 |
|-----------------------------------------------------------------------------------------------------------|---|------------------------------------------------|--------------------------------------------------|---|--------------------------|----|---------|
| Assets<br>Equity Securities<br>Preferred Equity Securities<br>Equity Options<br>Corporate Debt Securities |   | s 42,874,774<br>204,783<br>77,775<br>2,408,551 | \$ 41,659,742<br>204,783<br>77,775<br>I, 106,250 | s | 1,215,032 s<br>1,302,301 |    |         |
|                                                                                                           |   | Total Assets s 45,565,883                      | s 43,048,550 \$                                  |   | 2,517,333                | \$ |         |
| Liabilities - securities scild not yet<br>purchased                                                       |   |                                                |                                                  |   |                          |    |         |
| Equity Securities                                                                                         |   | \$ (11,258,995)                                | \$ (11,258,995) \$                               |   | -                        | S  |         |
| Preferred Equity                                                                                          |   | \$ (2,135,264)                                 | \$ (2,135,264) \$                                |   | -                        | S  |         |
| Equity Options                                                                                            | s | (45,2259                                       | \$<br>(45,225) \$                                |   | -                        | S  |         |
| Corporate Debt Securities                                                                                 |   | (2,954,979                                     | (220,000)                                        |   | (2,734,979)              |    |         |
| Total Liabilities \$ (16,394,463) \$ (13,659,484) \$                                                      |   |                                                |                                                  |   | (2,734,979) S            |    |         |

The Company did not transfer any assets or liabilities between level 1, level 2 or level 3 during 2019.

#### **4. NET CAPITAL REQUIREMENTS**

The Company is subject to the SEC Uniform Net Capital Rule 15c3-1 (the "Rule") and CFTC Regulation 1.17. The Company has elected to use the alternative method to compute net capital as permitted by the Rule. Under the alternate method, the Rule requires net capital to be not less than the greater of the minimum net capital requirement or two percent of aggregate debit items computed in accordance with the formula for reserve requirements pursuant to SEC Rule 1503-3. At December 31, 2019, the Company's minimum net capital requirement, pursuant to the requirements for market makers, was \$250,000. The Rule also requires the Company to notify and sometimes obtain approval from the SEC and FINRA for significant withdrawals of capital or loans to affiliates. At December 31, 2019, the Company's net capital was \$85,412,256 which was \$85,162,256 in excess of its minimum requirement.

#### **5. SEC RULE 15c3-3**

The Company is exempt from the Reserve Requirements of computation according to the provisions of Rule 15c3-3(k)(2)(i) and l 5c3-3(k)(2)(ii) of the Securities and Exchange Commission.

The Company is exempt from Rule 15c3-3 as it relates to Possession or Control requirements under the (k)(2)(i) and (k)(2)(ii) exemptive provisions.

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#### **6. RECEIVABLES FROM AND DEPOSITS WITH CLEARING BROKERS**

Receivables from the clearing brokers, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Pershing LLC and Mirae Asset Securities (USA), Inc. ("Clearing Brokers"), are pursuant to clearance agreements in effect. At December 31, 2019, the Company's receivables from four Clearing Brokers of approximately \$18,363,000 of which approximately \$4,500,000, are maintained as clearing deposits at these Clearing Brokers. The Company's total receivables also included a deposit of \$1,000,000 maintained at an executing broker at December 3 1, 2019.

# 7. **RECEIVABLES FROM OTHER BROKER-DEALERS, NET**

Receivables from other broker-dealers are stated net of allowance for doubtful accounts of \$51,000 at December 31, 2019. Receivables from other broker-dealers consist primarily of commissions owed to the Company from agency option trading, agency futures trading transactions and agency transactions related to the foreign currencies done on behalf of the Company's customers.

#### **8. FINANCIAL INSTRUMENTS SUBJECT TO OFF-BALANCE SHEET RISK, CREDIT RISK, OR MARKET RISK**

Pursuant to clearance agreements, the Company introduces all of its security transactions to Clearing Brokers on a fully-disclosed basis. All of the customers' money balances and long and short security positions are carried on the books of the Clearing Brokers. In accordance with the clearance agreements, the Company has agreed to indemnify the Clearing Brokers for losses, if any, which the Clearing Brokers may sustain from carrying security positions or conducting securities transactions introduced by the Company.

In the normal course of its business, the Company's customer activities involve the execution, settlement, and financing of various securities transactions. These activities may expose the Company to off-balance sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and the Company has to purchase or sell the financial instrument underlying the contract at a loss.

In addition to the Clearing Brokers, the Company is exposed to credit risk from other brokers, dealers, and financial institutions with which it transacts business, in the event that such counterparties do not fulfill their obligations.

The Company's trading activities include providing brokerage services to customers. To facilitate these customer transactions, the Company purchases proprietary security positions (long positions") in equity and fixed income securities. The Company also enters into transactions to sell securities not yet purchased ("short positions"), which are recorded as liabilities on the Statement of Financial Condition. The Company is exposed to market risk on these long positions and short positions as a result of decreases in market value of long positions and increases in market value of short positions. Short positions create a liability to purchase the security in the market at prevailing prices. Such transactions result in off-balance sheet market risk as the Company's ultimate obligation to satisfy the sale of securities sold not yet purchased may exceed the amount recorded in the Statement of Financial Condition. The associated interest rate risk of these securities is not deemed material to the Company.

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#### **9. CONCENTRATION OF CREDIT RISK**

The majority of the Company's cash and cash equivalents are held at a single financial institution in both money market and non-interest bearing accounts. These balances are insured by the Federal Deposit Insurance Corporation up to \$250,000. The Company also maintains balances with its Clearing Brokers as disclosed in Note 6. The Company's management does not believe the credit risk associated with its cash and cash equivalents and receivables from Clearing Brokers is significant due to the financial stability of such financial institutions.

#### **10. RELATED-PARTY TRANSACTIONS**

The Company has a revolving line of credit with the Parent which allows the Parent to borrow amounts up to \$10,000,000 from the Company. In accordance with applicable regulatory requirements, no borrowing can occur that would cause the Company to be in violation of its minimum net capital requirement. The Parent pays the Company interest based on the London Interbank Offered Rate. As of December 31, 2019, \$848,000 was outstanding under the line of credit and is included in receivable from parent, affiliates and employees. From time to time, the Company also purchases fixed assets or pays operating expenses on behalf of the Parent. Included in receivable from parent, affiliates and employees is approximately \$18,625,000 receivables for such amounts at December 31, 2019. Amounts that are due from the Parent related to the services agreement are settled by offsetting such amounts in the Company's intercompany account with the Parent, which is included in receivable from parent, affiliates, and employees in the Statement of Financial Condition.

From time to time, the Company makes loans to key employees. Total employee loans outstanding as of December 31, 2019 is \$231,000. These loans bear interest and mature at various dates. Included in this balance are promissory loans that will be forgiven, together with accrued interest as long as the employees continue to render services to the Company.

Certain management employees of the Company are also members of the Parent.

The Company provides trade execution services for securities traded in the United States to affiliated broker dealers that are located outside of the United States. In addition, the Company receives trade execution services for securities traded outside of the United States from the affiliated broker-dealers located outside of the United States. The Company also provides brokerage services to an affiliated money manager and earns commissions on these trades.

As disclosed in Note 6, one of the Company's clearing brokers, Goldman, Sachs & Co., is an affiliate of one of the Company's Members, Goldman Sachs Group, Inc.

#### **11. COMMITMENTS AND CONTINGENT LIABILITIES**

The nature of the Company's business subjects it to claims, lawsuits, regulatory examinations, and other proceedings in the ordinary course of business. As of December 31, 2019, there were no unasserted claims or assessments that management is aware of or that legal counsel has advised are probable of assertion and which must be disclosed. In the opinion of management, the ultimate outcome of all matters will not have a material impact on the Company's financial condition.

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#### **12. LEASES**

In February 2016, FASB issued new guidance that affects the accounting and disclosure requirements for leases. The FASB requires the recognition of all leases that are longer than one year onto the balance sheet, which will result in the recognition of a right of use (ROU) asset and a corresponding lease liability. The right of use asset and lease liability will be measured initially using the present value of the remaining rental payments. In July 2018, the FASB issued additional guidance on leases which allows an entity to apply a modified retrospective approach. The guidance is effective for annual and interim periods beginning after December 15, 2018.

Substantially all of the Company's existing lease arrangements are operating leases. The Company adopted the lease standard on January 1, 2019 and recorded operating lease right of use assets and corresponding operating lease liabilities on its balance sheet, representing an obligation to make lease payments for operating leases, measured on discounted basis. The Company applied the modified retrospective approach to leases in place as of the adoption date with no cumulative effect adjustment. The Company elected to apply the package of practical expedients, which does not require reassessment of whether contracts contain leases, or lease classification and initial direct costs. The adoption of this standard resulted in the recognition of operating lease right of use assets of \$1,004,750 and operating lease liabilities of \$5,429,871 reflected on the Statement of Financial Condition.

The Company has lease agreements for office spaces under non-cancellable operating lease agreements in various locations. The Company elects to not separate lease components and nonlease components. The weighted average lease term of aggregate lease is 4 years and weighted average discount rate used to calculate the present value of lease payments was 5.0% at December 31, 2019. The last of these leases expire in June 2035. It was determined that all of these operating leases include fixed rental payments.

Maturities of operating lease liabilities for the five years subsequent to December 31, 2019, and thereafter, are as follows:

#### **Years Ending December 31**

| 2020                         | \$<br>5,094,458  |
|------------------------------|------------------|
| 2021                         | 7,689,929        |
| 2022                         | 6,057,448        |
| 2023                         | 5,758,922        |
| 2024                         | 5,535,916        |
| 2025 and thereafter          | 60,889,382       |
| Total minimum lease payments | 91,026,055       |
| Less: Discount               | (27,710,801)     |
| Operating lease liabilities  | \$<br>63,315,254 |

#### **13. SUBSEQUENT EVENTS**

The Company has evaluated all transactions and events after the balance sheet date through February 27, 2020, the date this financial statement was available to be issued, and did not note any items that would adjust the financial statement or require disclosure.

\*\*\*\*\*\*


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
