# WALLER HELMS SECURITIES LLC X-17A-5 (2022-08-30) — Broker-dealer annual report - Company: WALLER HELMS SECURITIES LLC - Form: X-17A-5 - Filed: 2022-08-30 - Period: 2022-06-30 - Accession: 0001661001-22-000005 - CIK: 1661001 - File #: 8-69713 - Type: Broker-dealer - Material weakness: No - Auditor: Demarco Sciaccotta Wilkens & Wilkens & Dunleavy, LLP - Auditor location: Frranforty, IL - Contact: Robert Campbell - Phone: 973-727-7379 - Signed by: John Waller (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1661001/000166100122000005/wallerhelmspublic.pdf --- {0}------------------------------------------------ # **Waller Helms Securities LLC** Financial Statement and Report of Independent Registered Public Accounting Firm June 30, 2022 **Filed as a Public Document Pursuant to Rule 17a-5(d) of the Securities Exchange Act of 1934** **\*\*\* PUBLIC DOCUMENT \*\*\*** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 ## **ANNUAL REPORTS FORM X-17 A-5 PART** Ill **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-l2, and lSa-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING **07/01 /21** MM/DD/VY MM/OD/YY **A. REGISTRANT IDENTIFICATION** ## NAME OF FIRM: WALLER HELMS SECURITIES LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer 0 Major security-based swap participant AND ENDING **06/30/22** ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## 225 W. WACKER DRIVE, SUITE 500 | | (No, and Street) | | | | | | |------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|-----------------|-------------------------------|--|--|--| | CHICAGO | IL | | 60606 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | ROBERT CAMPBELL (973) 727-7379 | | | robert.campbell@acaglobal,com | | | | | (Name) | {Area Code- Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
DEMARCO SCIACCOTTA WILKENS & WILKENS & DUNLEAVY
LLP
1 | | | | | | | | {Name - if individual, state last, first, and middle name) | | | | | | | | 20646 ABBEY WOODS CT. N - SUITE 201 | FRANKFORT | IL | 60423 | | | | | (Addrass) | (Citv) | (State) | (Zip Code) | | | | | r•
12/21/2021 | | 5376 | | | | | | of Re~str,Uoo ""th PCAOB)(;f ,pellcableJ | | | | | | | | 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-S(e)(l}(ii), it applicable. Persons who are to respond to the coflection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. {2}------------------------------------------------ ## **TABLE OF CONTENTS** | | Page | |---------------------------------------------------------|-------| | LETTER OF OATH OR AFFIRMATION | 1 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 2 | | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 3 | | Notes to the Financial Statement | 4 - 6 | {3}------------------------------------------------ ## **OATH OR AFFIRMATION** | I, JOHN WALLER | | | swear {or affirm) that, to the best of my knowledge and belief, the | |------------------------------------------------------------------------|---------|-------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of WALLER HELMS SECURITIES LLC | | | as of | | 6/30 | 2 022 . | | 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. | | | | | -LR>""'t.rf--r---r----"---~My Commission Expir·es Apr 11, 2023 | | MARYE SMITH
Official Seal
Notary Public - State of Illinois | | #### **This filing\*\* contains (check all applicable boxes):** - **ii** (a) Statement of financial condition. - □ (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).** - D (d) Statement of cash flows. - D (e} Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f} Statement of changes in liabilfties subordinated to claims of creditors. - **ii** (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-l, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.18a-2. - 0 (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - 0 (kl Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or ' Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of **PAB** Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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 t he FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, 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-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - 0 (r) Compliance report in accordance with 17 CFR240.17a-S or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as appficable. - ~ (t) Independent public accountant's report based on an examination of the statement of financial condition. - □ (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. - D (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. - 0 (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. - 0 (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). D (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.* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member of Waller Helms Securities LLC ## **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Waller Helms Securities LLC (the "Company") as of June 30, 2022, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Waller Helms Securities LLC as of June 30, 2022 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 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. We have served as Waller Helms Securities LLC's auditor since 2017. Frankfort, Illinois August 22, 2022 {5}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION** ## **JUNE 30, 2022** | ASSETS | | |---------------------------------------|---------------------| | Cash | \$ 367,981 | | Accounts receivable ‐ related party | 74,848 | | Prepaid expenses | 2,920 | | Total Assets | \$ 445,749 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES | | | Accounts payable ‐ related party | \$ 118,699 | | Accrued expenses | 14,188 | | | | | Total Liabilities | 132,887 | | | | | MEMBER'S EQUITY | 312,862 | | Total Liabilities and Member's Equity | \$
445,749 | | | | {6}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENT** ## **JUNE 30, 2022** ## **NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *Description of Business.* Waller Helms Securities LLC (the "Company"), a Limited Liability Company and a wholly owned subsidiary of Waller Helms Advisors LLC ("Waller Helms Advisors"), is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority ("FINRA"). In the normal course of business, the Company performs underwriting, financial advisory and investment banking services. The Company operates under the provisions of Rule 15c3-3 of the Securities Exchange Act of 1934 and, accordingly, is exempt from the remaining provisions of that rule as it has no obligations under 17 C.F.R. §240.15c3-3, including the requirement to make the reserve computation under Rule 15c3-3. Essentially, the requirement provides that a broker-dealer who carries no margin accounts, promptly transmits all customer funds and delivers all securities received in connection with its activities as a broker or dealer, does not otherwise hold funds or securities for, or owe money or securities to, customers and effectuates all financial transaction between the broker or dealer and its customers through one or more bank accounts, each to be designated as Special Account for the Exclusive Benefit of Customers of the Company. A summary of the Company's significant accounting policies is as follows: *Accounting Policies.* The Company follows accounting principles generally accepted in the United States of America ("GAAP") as established by the Financial Accounting Standards Board ("FASB") to ensure consistent reporting of financial condition, results of operations, and cash flows. *Management Estimates and Assumptions.* The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. *Cash.* All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. *Revenue Recognition.* Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring promised goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those promised goods or services. *Significant Judgments.* Revenue from contracts with customers includes commission income and fees from investment banking services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. (Continued) {7}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENT** ## **JUNE 30, 2022** ## **NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (Concluded) *Revenue Recognition* (Concluded)*.* The following provides detailed information on the recognition of the Company's revenue from contracts with customers: *Initial/Advisory Fees.* Initial/Advisory fees are due in accordance with the terms of the executed agreement and are typically recorded upon execution of a signed agreement. Performance obligations in these arrangements vary depending on the contract, but are typically satisfied at a point in time under the arrangement. These types of fees may also include retainer, research, and/or success fees, which are recognized upon the completion or cancelation of the deal. *Fairness Opinion and Valuation Fees.* Fairness opinion and valuation fees are due in accordance with the terms of the executed agreement, and the performance obligation is satisfied upon issuance of the fairness opinion or valuation, as applicable. Fees are recognized as revenue when the performance obligation is satisfied at a point in time, generally upon issuance of the fairness opinion or valuation. *Placement/Underwriting Fees.* Placement/Underwriting fees are due in accordance with the terms of the executed agreement, and are typically earned upon consummating an offering. Fees are recognized as revenue when the performance obligation is satisfied at a point in time, generally when the respective closing of the offering has occurred. *Completion Fees.* Completion fees are due in accordance with the terms of the executed agreement, typically either a dollar amount or percentage upon execution of a definitive agreement and the remainder upon closing, or a dollar amount or percentage upon closing. Performance obligation is satisfied upon the closing or cancelation of the transaction. Fees are recognized as revenue when the performance obligation is satisfied at a point in time, generally upon completion of these events. *Reimbursed Expenses.* The Company categorizes revenue related to expenses made on behalf of clients and reimbursable by clients as reimbursed expenses. *Costs to Obtain or Fulfill a Contract with a Customer.* The Company records as an asset certain costs incurred to obtain revenue contracts with its customers, such as sales commissions paid to employees for obtaining new contracts with clients. These costs are expensed at the time the performance obligation has been satisfied. These assets are presented in the Other Assets line of the Company's Statement of Financial Condition. The Company did not have assets from costs to obtain contracts with customers at June 30, 2022. *Income Taxes.* As a wholly-owned subsidiary of Waller Helms Advisors, the Company is not subject to federal income tax, but may be subject to various state and local income taxes. ## **NOTE 2 – RELATED PARTY TRANSACTIONS** *Reimbursed Expense.* All of the Company's reimbursed expense revenue is received from Waller Helms Advisors. As of June 30, 2022, the Company was owed \$74,848 related to the services provided. (Continued) {8}------------------------------------------------ #### **NOTES TO THE FINANCIAL STATEMENT** ## **JUNE 30, 2022** #### **NOTE 2 – RELATED PARTY TRANSACTIONS** (Concluded) *Overhead and Operating Expenses.* The Company has entered into an agreement with Waller Helms Advisors, effective February 11, 2016, whereby Waller Helms Advisors may provide certain administrative and support services to the Company and may act as paying agent for the Company in connection with certain of the Company's direct expenses. In accordance with the terms of the agreement, Waller Helms Advisors will provide such services as personnel, facilities, equipment and supplies to the Company as the parties may determine, and the Company will pay Waller Helms Advisors the costs of the services under the agreement. For the year ended June 30, 2022, Waller Helms Advisors mostly assumed responsibility and paid for certain overhead and operating expenses of the Company. As of June 30, 2022, the Company owed \$118,699 to Waller Helms Advisors for various direct expenses not yet reimbursed. #### **NOTE 3 – INDEMNIFICATIONS** In the ordinary course of business, the Company may be subject to various claims, litigation, regulatory and arbitration matters. Although the effects of these matters cannot be determined, the Company's management believes that their ultimate outcome will not have a material effect on the Company's financial position, results of operations, or net cash flows. In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnification under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of future obligations under these indemnifications to be remote. ## **NOTE 4 – CONCENTRATIONS** The Company's revenue stream is transaction based rather than recurring in nature. As a result, the Company will have revenue concentrations year over year. ### **NOTE 5 – NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (Rule 15c3-1). Under this rule, the Company is required to maintain "minimum net capital" equivalent to \$5,000 or 6 2/3% of "aggregate indebtedness," whichever is greater, and a ratio of "aggregate indebtedness" to "net capital" less than 15 to 1, as these terms are defined. Rule 15c3-1 also provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At June 30, 2022, the Company had net capital of \$235,094 which was \$226,235 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.57 to 1. The Company has commitments from Waller Helms Advisors to fund operating expenses as needed over the next twelve months to satisfy any net capital requirements. #### **NOTE 6 – SUBSEQUENT EVENTS** Management has evaluated all subsequent events from June 30, 2022 through August 22, 2022, the date of the accompanying financial statements were available to be issued, and is not aware of any subsequent events occurring during this period that have not been disclosed in the notes to the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.