# VISTA POINT ADVISORS, LLC X-17A-5 (2024-02-27) — Broker-dealer annual report - Company: VISTA POINT ADVISORS, LLC - Form: X-17A-5 - Filed: 2024-02-27 - Period: 2023-12-31 - Accession: 0001517911-24-000002 - CIK: 1517911 - File #: 8-68852 - Type: Broker-dealer - Material weakness: No - Auditor: Cropper Accountancy - Auditor location: Walnut Creek, CA - Contact: Michael Lyon - Phone: 415-722-3506 - Email: mike@vistapointadvisors.com - Website: vistapointadvisors.com - Signed by: Michael Lyon (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1517911/000151791124000002/Audit.pdf --- {0}------------------------------------------------ ## **FINANCIAL STATEMENTS** **DECEMBER 31, 2023** {1}------------------------------------------------ | | UNITED STATES | OMB APPROVAL | |--------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------| | | SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0123 | | | Washington, D.C. 20549 | Expires: Nov. 30, 2026
Estimated average burden | | | | hours per response: 12 | | | ANNUAL REPORTS | SEC FILE NUMBER | | | FORM X-17A-5 | 8-68852 | | | PARTII | | | | | | | | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | FILING FOR THE PERIOD BEGINNING ____ 01/01/23 | AND ENDING | 12/31/23 | | | MM/DD/YY | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | NAME OF FIRM: Vista Point Advisors, LLC | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | � Broker-dealer | | L 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.) | | | 555 Mission Street, Suite 2650 | | | | | (No. and Street) | | | San Francisco | California | 94105 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Michael Lyon | (415) 722-3506 | mike@vistapointadvisors.com | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing | | | Cropper Accountancy Corporation | | | | | (Name - if individual, state last, first, and middle name) | | | | 2700 Ygnacio Valley Blvd, Suite 270 Walnut Creek | California
94598 | | (Address) | (City) | (State)
(Zip Code) | | March 4, 2009 | | 3381 | | (Date of Registration with PCAOB)(if applicable) | | | | | FOR OFFICIAL USE ONLY | (PCAOB Registration Number, if applicable) | | | | | displays a currently valid OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | Michael Lyon | swear (or affirm) that, to the best of my knowledge and belief, the | | |----------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of Vista Point Advisors, LLC | | as of | | | December 31, 2023 . is true and correct. I further 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. # SFF ATTACHED NOTARY CERTIFICATE na sin, Director Notary Public #### This filing \*\* contains (check all applicable boxes): - (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (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. - of (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [ {i} Computation of tangible net worth under 17 CFR 240.18a-2. - [] 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. - d (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, 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. - (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. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 173 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. - 1 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - [] (y) Report describing any material inadequacies found to 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 240.17o-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable, {3}------------------------------------------------ | | ACKNOWLEDGMENT | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | 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 truthfuiness, accuracy, or
validity of that document. | | | State of California
County of Santa Clara -- | | | on bebruary 22,2004 before me, Justin Be, Notary Public --------- | (insert name and title of the officer) | | personally appeared Michael Lyon
paragraph is true and correct. | who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that helshe/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing | | WITNESS my hand and official seal.
Signature | JUSTIN BE
COMM. #2373937
OTARY PUBLIC - CALIFORNIA
SANTA CLARA COUNTY
My Comm. Exp. Sept. 23, 2025
ANNING HEATH ANNA AND AND AND A MALA AND A MALA AND A MALA AN A BALA AN A BALA AN A BALA AN A BALA AN A BALA AN A BALA AN A BALA AN A BALA AN AN AN AN AN AN AN AN AN AN AN AN
(Seal) | {4}------------------------------------------------ ## **TABLE OF CONTENTS** | Report of Independent Registered Public Accounting Firm | 1 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------| | Statement of Financial Condition | 2 | | Statement of Income | 3 | | Statement of Changes in Members' Capital | 4 | | Statement of Cash Flows | 5 | | Notes to the Financial Statements | 6 - 14 | | Supporting Schedules | 15 | | Schedule I:
Computation of Net Capital for Brokers and Dealers Pursuant to
Rule 15c3-1 Under the Securities and Exchange Act of 1934 ("SEA") | 16 | | Reconciliation with Company's Net Capital Computation | | | Schedules II:
Computation for Determination of the Reserve Requirements and
Information Relating to Possession or Control Requirements for
Brokers and Dealers Pursuant to Rule 15c3-3 | 17 | | Report on Exemption Provisions | 18 | | Review Report of Independent Registered Public Accounting Firm | 19 | | SEA Rule 15c3-3 Exemption Report | 20 | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg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{6}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023** #### **ASSETS** | Cash and cash equivalents | \$
4,934,384 | |-------------------------------------|------------------| | Investment in securities | 3,925,163 | | Prepaid expenses | 230,370 | | Notes receivable from members | 725,740 | | Deposits | 87,523 | | Equipment under finance lease | 29,470 | | Operating lease right-of-use assets | 586,229 | | Total assets | \$
10,518,879 | #### **LIABILITIES AND MEMBERS' CAPITAL** | Liabilities | | |----------------------------------------|------------------| | Accounts payable and accrued expenses | \$
202,684 | | Operating lease liability | 663,861 | | Other liabilities | 29,769 | | Total liabilities | 896,314 | | Members' capital | 9,622,565 | | Total liabilities and members' capital | \$
10,518,879 | {7}------------------------------------------------ ## **STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2023** | REVENUE | | |--------------------------------|------------------| | Investment banking fees | \$
24,518,147 | | Interest income | 427,520 | | Realized loss | (16,148) | | Unrealized losses | (468,555) | | Other income | 91,575 | | Total revenue | 24,552,539 | | EXPENSES | | | Compensation and benefits | 18,359,939 | | Professional fees | 813,947 | | Occupancy and equipment rental | 506,379 | | Depreciation | 15,928 | | Other operating expenses | 1,768,934 | | Total expenses | 21,465,127 | | Net income | \$
3,087,412 | {8}------------------------------------------------ ## **STATEMENT OF CHANGES IN MEMBERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023** | Members' capital as of January 1, 2023 | \$
9,358,892 | |-------------------------------------------|-----------------| | Distributions | (2,823,739) | | Net income | 3,087,412 | | Members' capital, as of December 31, 2023 | \$
9,622,565 | {9}------------------------------------------------ ## **STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023** #### **CASH FLOWS FROM OPERATING ACTIVITIES** | Net income | \$
3,087,412 | |-------------------------------------------------------------|-----------------| | Adjustments to reconcile net income | | | to net cash provided by (used in) operating activities: | | | Depreciation | 15,928 | | Realized loss | 16,148 | | Unrealized losses | 468,555 | | Amortization of financed property and equipment | 5,883 | | Interest income | (11,883) | | (Increase) decrease in: | | | Prepaid expenses | (90,665) | | Operating lease right-of-use assets | 411,991 | | Increase (decrease) in: | | | Accounts payable and accrued expenses | (259,195) | | Deferred revenue | (116,220) | | Operating lease liability | (451,542) | | Refundable deposits payable | (60) | | Net cash provided by operating activities | 3,076,352 | | CASH FLOWS FROM INVESTING ACTIVITIES | | | Purchase of property and equipment | (15,928) | | Net cash used in investing activities | (15,928) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | Reduction of finance lease liability | (5,584) | | Distributions | (2,823,739) | | Net cash used in financing activities | (2,829,323) | | Net increase in cash | 231,101 | | Cash, beginning of period | 4,703,283 | | Cash, end of period | \$
4,934,384 | | NON-CASH FINANCING ACTIVITY | | | Increase in asset and liability for equipment finance lease | \$
6,620 | {10}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **1. Organization and Nature of Business** Vista Point Advisors, LLC (the "Company") was organized as a Delaware limited liability company on January 13, 2011 and is located in San Francisco, California. As a limited liability company, the liability of members is limited to the value of membership interest. The Company is a securities broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of both the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC"). As a securities broker-dealer, the Company provides advisory services related to mergers and acquisitions. ### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP may require management to make estimates and assumptions that affect certain reported amounts and disclosures during the reporting period. Actual results could differ from those estimates. #### **Fair Value of Financial Instruments** Unless otherwise indicated, the fair values of all reported assets and liabilities that represent financial instruments approximate the carrying values of such amounts. ### **Cash and Cash Equivalents** For purposes of the statement of cash flows, the Company considers all highly liquid investments, with a maturity of three months or less at the time of purchase, to be cash equivalents. #### **Accounts Receivable** Accounts receivable represents amounts that have been earned and billed to clients in accordance with the terms of the Company's engagement letters with respective clients that have not yet been collected. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASB ASC 326-20, *Financial Instruments - Credit Losses*. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financials assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the balance sheet that is deducted from the asset's amortized cost basis. Changes in the allowance for credit losses are reported as bad debt expense on the Statement of Income. Per management's analysis, no allowance for doubtful accounts was considered necessary as of December 31, 2023. ### **Equipment** Property and equipment are stated at cost. Maintenance and repairs are expensed as incurred. Additions and major renewals are capitalized. Depreciation is calculated using the straight-line method over the estimated useful life of the asset (five to seven years). The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts and any gain or loss is reflected in earnings. {11}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **2. Summary of Significant Accounting Policies (continued)** ### **Revenue Recognition** Investment banking revenue consists of retainer and success fees. Retainer fees are recognized over time as the related performance obligations are satisfied. Success fees are recognized at a point in time when a transaction is consummated within the terms of the agreement. See Note 7, Revenues from Contracts with Customers, for further information. #### **Leases** At inception, the Company determines if an agreement constitutes a lease and, if so, whether the lease is an operating or finance lease. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the balance sheet. Finance leases are included in property and equipment and other liabilities on the balance sheet. For the year ended December 31, 2023, the Company had one operating and one finance lease. See Note 6, Leases, for further information. #### **Income Taxes** The Company, a limited liability company, is taxed as a partnership under the Internal Revenue Code and a similar state statute. In lieu of income taxes, the Company passes 100% of its taxable income and expenses to its members. Therefore, no provision or liability for federal or state income taxes is included in these financial statements. The Company is no longer subject to examinations by major tax jurisdictions for years before 2019. A gross receipts tax to city and state of \$192,668 and \$1,600 were paid in 2023. #### **3. Fair Value Measurements** The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level l measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: - Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. - Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. - Level 3 Unobservable inputs for the asset or liability. {12}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **3. Fair Value Measurements (continued)** #### **Determination of Fair Value** Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. It is the Company's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management's own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value. The following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not recorded at fair value: ## **Cash and cash equivalents, short-term financial instruments, accounts receivable and accounts payable** The carrying amounts approximate fair value because of the short maturity of these instruments. Of the Company's \$4,934,384 cash and cash equivalents, \$1,604,042 was held in a money market fund. ### **Investments in Securities** Fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that the managing member believes market participants would use to determine a current transaction price. These valuation techniques involve a high level of the managing member's estimation and judgment which become significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used. ## **Assets and Liabilities Measured and Recognized at Fair Value on a Recurring Basis** The table below presents the amounts of assets and liabilities measured at fair value on a recurring basis as of December 31, 2023: | | Level 1 | Level 2 | Level 3 | Total | | |----------------------------|---------|---------|--------------|--------------|--| | Assets at fair value: | | | | | | | Restricted preferred stock | - | - | \$ 3,915,163 | \$ 3,915,163 | | | Preferred stock | - | - | 10,000 | 10,000 | | | Total Assets at fair value | - | - | \$ 3,925,163 | \$ 3,925,163 | | {13}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **3. Fair Value Measurements (continued)** Quantitative information about the Company's Level 3 fair value measurements of its investments as of December 31, 2023 is provided below. No transfers in or out of Level 3 occurred during 2023. In addition to the techniques and inputs noted in the table below, according to the Company's valuation policy, the Company may also use other valuation techniques and methodologies when determining its fair value measurements. The table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company's fair value measurements. | Assets | | Valuation
Technique | Inputs | |-------------------------------------------------------------------------------------------------|-------------------------------------------|-------------------------------------------------------------|----------------------| | Restricted preferred stock
Balance as of January 1, 2023
Unrealized loss
Realized loss | \$ 4,399,866
( 468,555 )
( 16,148 ) | Fair Market Value
Fair Market Value
Fair Market Value | (a)
(a)
(a) | | Balance as of December 31, 2023 | 3,915,163 | Fair Market Value | | | Preferred stock | \$
10,000 | Cost | Purchase transaction | (a) Application of revenue and performance multipliers considering business performance and valuations of similar public and private companies. ### **4. Related Party Transactions** ## **Notes Receivable from Members** On December 12, 2016, the Company entered into a nine year note receivable with a member upon the redemption of members' interests. On June 14, 2017, the terms of events of acceleration were updated. The unpaid principal on this note bears interest at a rate of 1.47% per annum and is due on or after December 12, 2025. As of December 31, 2023, \$14,700 of interest on the notes was receivable and the remaining unpaid balance of the note was \$250,000. On June 14, 2017, the Company entered into two nine year notes receivable with members upon the redemption of members' interests. In October 2017, the rate at which interest is accrued on the notes was amended. The unpaid principal on these notes bear interest at an amended rate of 1.96% per annum and is due on or after June 14, 2026. As of December 31, 2023, \$29,400 of interest on the remaining notes was receivable and the remaining unpaid principal balance on the notes was \$300,000. On September 1, 2017, the Company entered into one nine year notes receivable with members upon the redemption of members' interests. On October 6, 2017, the rate at which interest is accrued on the note was amended. The unpaid principal on this note bears interest at an amended rate of 1.94% per annum and is due on or after September 1, 2026. As of December 31, 2023, \$11,640 of interest on the note was receivable and the remaining unpaid principal balance on the note was \$120,000. The total notes receivable was \$725,740 at December 31, 2023. {14}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ## **5. Property and Equipment** Property and equipment consist of the following: | Equipment | \$ 288,686 | |--------------------------|------------| | Furniture | 226,143 | | Leasehold improvements | 100,315 | | Accumulated depreciation | ( 615,144) | | Total | \$
- | ### **6. Leases** Operating lease ROU assets represent the Company's right to use an underlying asset for the lease term. Lease liabilities represent the Company's obligation to make lease payments arising from the operating lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Payments made for lease incentives are excluded. Since the Company's lease does not provide an implicit rate, the Company's uses the incremental borrowing rate. The incremental borrowing rate is based on the estimated rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As of December 31, 2023, no such option to extend existed. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components. Such non-lease components are accounted for separately. The Company entered into an operating lease agreement for office space in San Francisco, California. The term of the lease began on January 1, 2020 and expires on April 30, 2025. For the year ended December 31, 2023, information pertaining to the operating lease was as follows: | Operating Lease ROU Asset | | |---------------------------------------------------|------------| | ROU asset on January 1, 2023 | \$ 998,220 | | Amortization of ROU asset | ( 411,991) | | Operating lease ROU asset as of December 31, 2023 | \$ 586,229 | | Payments made on operating lease | \$ 494,994 | | Total operating lease cost included in occupancy | | | and equipment rental on the Statement of Income | \$ 455,444 | | Remaining lease term | 16 months | | Discount rate | 5.0 % | {15}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **6. Leases (continued)** | Maturities of Operating Lease Liability | | |-----------------------------------------|------------| | 2024 | \$ 509,844 | | 2025 | 175,047 | | Total lease payments | 684,891 | | Less discount | ( 21,030) | | Total operating lease liability | \$ 663,861 | On October 17, 2022, the Company entered into a finance lease for office equipment that expires on October 17, 2027. For the year ended December 31, 2023, information pertaining to the finance leases was as follows: | Financed Equipment | | | | |-------------------------------------------------------------------------------------|-------------|--|--| | Equipment financing lease obligation on January 1, 2023 | \$ 28,733 | | | | Equipment financing lease obligation remeasured | 6,620 | | | | Amortization of ROU asset | ( 5,883) | | | | Financed equipment as of December 31, 2023 | \$ 29,470 | | | | Payments made on finance lease
Interest on lease liability included in occupancy | \$
6,950 | | | | and equipment rental on the Statement of Income | \$
1,365 | | | | Remaining lease term | 45 months | | | | Discount rate | 5.0 % | | | | Maturities of Finance Lease Liability | | |-----------------------------------------------------|--------------| | 2024 | \$ 7,644 | | 2025 | 8,409 | | 2026 | 9,250 | | 2027 | 7,445 | | Total lease payments | 32,748 | | Less discount | ( 2,979) | | Total finance lease liability included in other | | | liabilities on the Statement of Financial Condition | \$
29,769 | {16}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **7. Revenues from Contracts with Customers** Revenue from contracts with customers is recognized when, or as, the Company satisfies performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time when it is determined the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company's influence, such as market volatility or the judgment and actions of third parties. The following provides detailed information on the recognition of revenues from contracts with customers: ## **Investment Banking** Clients are provided with a full range of capital markets and financial advisory services. Capital markets services include placement agent services in both the equity and debt capital markets, including private equity placements. Financial advisory services primarily consist of fees generated in connection with merger, acquisition and restructuring transactions. Capital raising revenues are recognized at a point in time upon close of the transaction, as the client obtains the control and benefit of the capital markets offering at that point. Costs associated with capital raising transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded. Costs are recorded on a gross basis within other operating expenses in the Statement of Income as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company's clients are recognized as reimbursed expense income. Financial advisory service revenue can be both fixed and variable and can be recognized over time and at a point in time. Retainer fees from merger and acquisition engagements are fixed fees, and success fees from merger and acquisition engagements are typically variable fees. Success fees are recognized at a point in time when the transaction is complete since the related performance obligation has been satisfied. Retainer fees from merger and acquisition engagements are fixed fees recognized over time using a time elapsed measure of progress as the Company's clients simultaneously receive and consume the benefits of those services as they are provided (earned). {17}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **7. Revenues from Contracts with Customers (continued)** ## **Disaggregation of Revenue** The following tables present the Company's revenues from contracts with customers by business activity for the year ended December 31, 2023: | Major business activity: | | | |------------------------------------|---------------|--| | Investment banking – success fees | \$ 23,456,095 | | | Investment banking – retainer fees | 1,062,052 | | | Total | \$ 24,518,147 | | ## **Information on Remaining Performance Obligations and Revenue Recognized from Past Performance** Information is not disclosed about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at December 31, 2023. Investment banking fees that are contingent upon completion of a specific milestones are also excluded as the fees are considered variable and not included in the transaction price at December 31, 2023. ## **Contract Balances** Income is recognized upon completion of the related performance obligation and when an unconditional right to payment exists. The timing of revenue recognition may differ from the timing of customer payments. Fees received prior to the completion of the performance obligation are recorded as deferred revenue on the statement of financial condition until such time when the performance obligation is met. Deferred revenue would primarily relate to retainer fees received in investment banking engagements. Deferred retainer revenue related to contracts with customers was \$116,220 and \$0 as of January 1, 2023 and December 31, 2023, respectively. For the year ended December 31, 2023, \$116,220 of revenue recognized was deferred in the prior year. Alternatively, a receivable is recognized when a performance obligation is met prior to receiving payment by the customer. There were no receivables related to revenue from contracts with customers as of January 1, 2023 and December 31, 2023. ### **Contract Costs** Expenses associated with investment banking advisory engagements are deferred only to the extent they are explicitly reimbursable by the client and the related revenue is recognized upon completion of services. All other investment banking advisory related expenses are expensed as incurred. All investment banking advisory expenses are recognized within their respective expense category on the Statement of Income and any expenses reimbursed by clients are recognized as reimbursed expense income on the Statement of Income. There was no reimbursed expensed income for the year ended December 31, 2023. {18}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2023** ### **8. Employee Benefit Plan** The Company has a qualified SEP IRA plan (the "Plan") which covers substantially all of its employees meeting certain eligibility requirements. Under the terms of the Plan, the Company may make contributions on behalf of the employees. The percentage contributed is consistent for all employees but may be changed by the Company. The continuance of the Plan is at the sole discretion of the Company. For the year ended December 31, 2023, the Company contributed \$103,766 to the Plan. ## **9. Risk Concentration** Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. For the year ended December 31, 2023, the Company maintains cash balances which, at times, may exceed federally insured limits. The Company has not experienced any losses on its cash deposits. At December 31, 2023, cash held at one financial institution exceeded the Federal Deposit Insurance Corporation ("FDIC") limit by \$3,325,008. At December 31, 2023, cash held in a money market fund at one financial institution exceeded the Securities Investor Protection Corporation ("SIPC") limit by \$1,104,042. For the year ended December 31, 2023, 68% of investment banking fee revenue was generated by three clients. #### **10. Net Capital Requirements** The Company is subject to the SEC's uniform net capital rule (Rule 15c3-1) which requires the Company to maintain a minimum net capital equal to or greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31, 2023, the Company's audited net capital was \$4,592,218 which exceeded the requirement by \$4,573,510. ### **11. Subsequent Events** The Company has evaluated all subsequent events through the date the financial statements were available for issuance and has determined there were no additional, material subsequent events requiring disclosure. {19}------------------------------------------------ ## **SUPPORTING SCHEDULES** ## **PURSUANT TO RULE 17a-5 OF THE SECURITIES EXCHANGE ACT** {20}------------------------------------------------ ## **SCHEDULE I** ## **TO RULE 15c3-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ("SEA") AS OF DECEMBER 31, 2023 COMPUTATION OF NET CAPITAL FOR BROKERS AND DEALERS PURSUANT** | NET CAPITAL | | | |------------------------------------------------------------|-----------------|-----------------| | Total members' capital | | \$
9,622,565 | | Deductions and/or charges: | | | | Non-allowable assets: | | | | Investment in securities | \$
3,925,163 | | | Prepaid expenses | 230,370 | | | Notes receivable from members | 725,740 | | | Deposits | 87,523 | | | Equipment under finance lease | 29,470 | | | Total deductions and/or charges | | 4,998,266 | | Net capital before haircuts | | 4,624,299 | | Haircuts on securities | | 32,081 | | Net capital | | \$
4,592,218 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | | Minimum net capital required of 6 2/3% of aggregate | | | | indebtedness of \$280,615 or \$5,000, whichever is greater | | 18,708 | | Excess of net capital over minimum requirement | | \$
4,573,510 | | Aggregate indebtedness | | | | Accounts payable and accrued expenses | | 202,684 | | Net operating lease liability | | 77,632 | | Net finance lease liability | | 299 | | Total aggregate indebtedness | | \$
280,615 | | Percent of aggregate indebtedness to net capital | | 6.11% | | | | | ## **AS OF DECEMBER 31, 2023 RECONCILIATION OF COMPUTATION OF NET CAPITAL UNDER SEA RULE 15c3-1** **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** There was no difference between the Computation of Net Capital above and the corresponding schedule included in the Company's December 31, 2023 Part IIA FOCUS filing. {21}------------------------------------------------ ## **SCHEDULE II** ## **COMPUTATION FOR DETERMINATION OF THE RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS FOR BROKERS AND DEALERS PURSUANT TO RULE 15C3-3** #### **FOR THE YEAR ENDED DECEMBER 31, 2023** The Company engages in the private placement of securities, mergers and acquisitions. The Company does not accept customer funds or securities and will not have possession of any customer funds or securities in connection with our activities. Therefore, in reliance on Footnote 74 to SEC Release 34- 70073 and as discussed in Q & A 8 of the related FAQ issued by SEC staff, the firm will not claim an exemption from SEA Rule 15c3-3 as it does not effect transactions for anyone defined as a customer under Rule 15c3-3, and there are no items to report under the requirements of this Rule.¬¬ {22}------------------------------------------------ # **REPORT ON EXEMPTION PROVISIONS PURSUANT TO RULE 17 C.F.R. §240.15C3-3(K)** {23}------------------------------------------------ ![](_page_23_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Vista Point Advisors, LLC We have reviewed management's statements, included in the accompanying SEA Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Vista Point Advisors, LLC (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: (1) mergers and acquisitions; (2) private placements, and the Company (1) did not directly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Vista Point Advisors, LLC's management is responsible for compliance with the exemption provisions and its statements. 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 Vista Point Advisors, LLC's 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 aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. CROPPER ACCOUNTANCY CORPORATION Walnut Creek, California February 23, 2024 {24}------------------------------------------------ ## **SEA Rule 15c3-3 Exemption Report** Vista Point Advisors, LLC (the "Company") is a registered broker-dealer 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 does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and - 2. The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company limits its business activities exclusively to: (1) mergers and acquisitions; (2) private placements, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Vista Point Advisors, LLC I affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Michael Lyon Managing Member & CCO February 23, 2024 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.