# VNTR SECURITIES LLC X-17A-5 (2020-03-13) — Broker-dealer annual report - Company: VNTR SECURITIES LLC - Form: X-17A-5 - Filed: 2020-03-13 - Period: 2019-12-31 - Accession: 0001673412-20-000003 - CIK: 1673412 - File #: 8-69768 - Material weakness: No - Auditor: Berkower LLC - Auditor location: Iselin, NJ - Contact: Jon Nixon - Phone: 9177031704 - Signed by: Eric Brachfeld (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1673412/000167341220000003/vntr2.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549 0MB APPROVAL 0MB Number: 3235-0123 Expires: August 31, 2020 Estimated average burden hours oer response ...... 12.00 SEC FILE NUMBER 8-69768 ## ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill **FACING PAGE** Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR T:HE PERIOD BEGINNINGQ1/Q1/:JOfq | | AND ENDING 12/31/ ;}_ 0/ '/ | | | |--------------------------------------------------------------------------------------|---------------------------------------------------------------------|-----------------------------|--------------------------------|--| | | MM/DD/YY | | MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: VNTR Securities LLC | | | OFFICIAL USE ONLY | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | FIRM 1.D. NO. | | | | | | | | | | (No. and Street)
ff\ | /()tifo | | | | | (State) | (Zip Code) | | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Jon Nixon | | 516-490-8400 | | | | | | | (Arca Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | t6u1:.ow~£--~ | | | | | | | (Name - if individual, state last,first, middle name) | | | | | t
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Certified Public Accountant | | | | | | Public Accountant | | | | | | B | 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 a~ independen~ public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemptzon. See Sectzon 240.J7a-5(e)(2)* > **Potential persons who are to respond to th~ collection of information contained in this form are not requured to respond unless the form displays a currenitlyvalid 0MB control number.** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | r, Eri,c Brachfef d, | , swear (or affirm) that, to the best of | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | my knowledge and belief the accompanying financial statement w.d supporting schedules pertaining to the firm of
VNTR Securities LLC | ~~----~--~----~~~~~_,as | | of December 31 | • are true and correct. I furlher swear (or affimi) that
. 101@ | | classified solely as that of a customer, except as follows: | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | ** oritains (check all applicable boxes):
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fa (a) F c· g Page.
[21 (b) S fement of Financial Condition.
of Comprehensive Income (as defined~in §210,1-02 of Regulation S-X).
fa (d) StatementofChanges in Financial Condition.
El (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
D (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
(g) Computation ofNet Capital.
(h) Computation for Determination. ofReserve Requirements Pursuantto Ru1eJ5c?-3.
(i) Inforiria.tfonRelatingtothe Possession or ControlRequirementsUnderRute 15c3-3,
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Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3.
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0 (I) An Oath or Affinnation.
0 (m) A copy of the SIPC Supplemental Report. | Chief Executive Officer
Title
NATALIE MUNOZ
NOTARY PUBLIC-STATE OF NEW YORK
No. 01 MU8333628
Qualified In Kings County
My Commission Expire\$ 11-30-2023
0 (c) Staten1ent ofincome (Loss) or, if there is other comprehensive income in the period(s) presented, a Statement
0 G) A Reconciliation, including.appropriate explanafam of the Computation ofNetCapital Under Rule 15c3-1 and the
0 (k) A R;conciliation between the audited and unaudited Statements of Financial Condition with respect to methods of
D (n) A report describing any material inadequacies found to exist or found to have existed since the date oftheprevious audit. | \*\* *For conditions of confidential treatment of certain portions of this filing, see section 240.17 a-5 ( e) (3).* {2}------------------------------------------------ #### FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION DECEMBER 31, 2019 {3}------------------------------------------------ #### FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES #### DECEMBER 31, 2019 #### TABLE OF CONTENTS | Facing page to Form X-17A-5 | | |---------------------------------------------------------|------| | Affirmation of CEO and Member | 2 | | Report of Independent Registered Public Accounting Firm | 3 | | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Changes in Member's Capital | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8-10 | #### SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS | Schedule I - | Computation of Net Capital Pursuant to Sec Rule 15c3-1 | 11 | |----------------|-----------------------------------------------------------------------------------------------|-------| | Schedule II - | Computation for Determination of Reserve Requirements
under SEC Rule 15c3-3 | 12 | | Schedule Ill - | Information Relating to the Possession and Control Requirements
under SEC Rule 15c3-3 | 13 | | | Report of Independent Registered Public Accounting Firm on the Company's
Exemption Report | 14 | | | Exemption Report requirement for Broker-Dealers under SEC Rule 17a-5 | 15 | | | Report of Independent Registered Public Accounting Firm on
applying agreed-upon procedures | 16 | | Form SIPC-7 | | 17-18 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 517 Route One, Suite 4103 lselin, NJ 08830 ~ (732) 781-2712 ### **REPORT OF JNDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Sole Member of VNTR Securities LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of **VNTR Securities LLC** (the "Company'') as of December 31, 2019, the relatedcStatements ofoperations, changes in member's equity, and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the "Financial Statements"). In our oplnion, the Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of Amedca. #### **Basis for Opinion** These Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's Financial Statements 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 Statements are 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 Statements, 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. #### **Supplementary Information** The supplementary information (Schedule I: Computation of Net Capital Pursuant to SEC Rule 15c3-1; and Schedule II: Computation for Determination of Reserve Requirements Under SEC Rule 15c3-3; and Schedule 111: Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3) (the "Supplementary Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's Financial Statements. The Supplementary Information is the responsibility of the Company's management. Our audit procedures included determining whether the Supplementary Information reconciles to the Financial Statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Supplementary Information. In forming our opinion on the Supplementary Information, we evaluated whether the Supplementary Information, including its form and content, is presented in conformity with 17 C.F.R.§ 240.17a-5. In our opinion, the Supplementary Information is fairly stated, in all material respects, in relation to the Financial Statements as a whole. ~'J served as the Company's auditor since 2019. *w~q* U-c:-- Berkower LLC lselin, New Jersey March 13, 2020 Miami • Los Angeles • Cayman Islands {5}------------------------------------------------ ### **VNTR SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2019** #### ASSETS | Assets
Cash
Placement Fee Receivables- Related Party
Prepaid Expenses
Total Assets | \$
\$ | 679,652
30,150
16,104
725,906 | |------------------------------------------------------------------------------------------------|----------|----------------------------------------| | LIABILITIES AND MEMBER'S CAPITAL | | | | Liabilities
Accrued Commissions
Accrued Expenses
Due to MVH
Total Liabilities | \$ | 66,200
30,595
200
96,995 | | Member's Capital | | 628,911 | | Total Liabilities and Member's Capital | \$ | 725,906 | See Accompanying Notes to Financial Statements. {6}------------------------------------------------ ### **VNTR SECURITIES LLC STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2019** | Revenues | | |---------------------------------------|-----------------| | Placement Fee-Related Party | \$
3,674,692 | | Selling Agent Fee - Related Party | 77,472 | | Selling Agent Fee- Others | 2,314,987 | | Total Revenue | 6,067,151 | | | | | Expenses | | | Commission, Compensation and Benefits | 2,800,373 | | Finder's Fees | 882,862 | | Professional Fees | 110,750 | | Administrative Fees | 73,225 | | Regulatory Fees | 39,503 | | Occupancy Expenses | 52,023 | | Other Operating Expenses | 14,981 | | Total Operating Expenses | 3,973,717 | | Net Income | \$
2,093,434 | | | | See Accompanying Notes to Financial Statements. {7}------------------------------------------------ #### **VNTR SECURITIES LLC STATEMENT OF CHANGES IN MEMBER'S CAPITAL YEAR ENDED DECEMBER 31, 2019** | Balance - January 1, 2019 | \$
1,085,477 | |-----------------------------|-----------------| | Member's Distribution | (2,550,000) | | Net Income | 2,093,434 | | Balance - December 31, 2019 | \$
628,911 | See Accompanying Notes to Financial Statements. {8}------------------------------------------------ ### **VNTR SECURITIES LLC STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2019** | Cash Flows From Operating Activities | | |-----------------------------------------------------------------------------------|-----------------| | Net Income | \$
2,093.434 | | Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | | | Increase in Placement Fee Receivable | (30,150) | | Increase in Prepaid Expenses | (4,382) | | Increase in Accrued Commission | 66,200 | | Increase in Accrued Expenses | (181,758) | | Decrease in Due to MVH | (13,262) | | Net Cash Provided by Operating Activites | 1,930,082 | | Cash Flows From Financing Activities | | | Member's Distributions | (2,550,000) | | Net Cash Used by Financing Activities | (2,550,000) | | Net Increase in Cash | (619,918) | | Cash - Beginning of Year | 1,299,570 | | Cash - End of Year | \$
679,652 | | | | See Accompanying Notes to Financial Statements {9}------------------------------------------------ ### **VNTR SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** ### **Note (1)** - **Nature of business:** VNTR Securities LLC (the "Company"), a Delaware limited liability company, is a registered broker-dealer under the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corp. ("SIPC") as of December 21, 2016. The Company engages primary in providing brokerage service of private placements and direct purchasing of negotiated private transactions for institutional customers and accredited investors from its New York City office. ### **Note (2)** - **Summary of significant accounting policies:** #### *(A) Revenue recognition:* The Financial Accounting Standards Board ("F ASB") has issued a comprehensive new revenue recognition standard that supersedes most existing revenue recognition guidance under GAAP (FASB Accounting Standards Codification 606.) The Company adopted this standard effective January 1, 2018. The standard's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five step process to accomplish this core principle, including: - Identification of the contract with the customer; - Identification of the performance obligation(s) under the contract; - Determination of the transaction price; - Allocation of the transaction price to the identified performance obligation; and - Recognition of revenue as ( or when) an entity satisfies the identified performance obligation(s). The Company recognizes placement fee revenue upon completion of private placement transactions as this satisfies the only performance obligation identified in accordance with this standard. Selling agent fees are recognized on the completion of the transaction. #### *(B) Cash:* The Company maintains its cash in a high credit quality financial institution. Balance at times may exceed federally insured limits. {10}------------------------------------------------ ### **VNTR SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** ### *(CJ Use of estimates:* The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could vary from those estimates. #### *(DJ Income taxes:* The Company is a single member limited liability company, and as such, is treated as a disregarded entity by the Internal Revenue Code ("IRC"). The IRC provides that any income or loss is passed through to the ultimate beneficial member for federal and state income taxes. Accordingly, the Company has not provided for federal and state income taxes. The Company is not required to file an income tax return as it is a disregarded entity for federal tax purposes. The Parent files income tax returns on the accrual basis as a partnership for federal income tax purposes, which includes the Company's income. Accordingly, no provision is made for income taxes in the financial statements. ### *(EJ Concentration of Credit Risk:* The Company maintains its cash in accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. #### **(F)** *Subsequent events evaluation:* Management has evaluated subsequent events through the date the financial statements were available to be issued. {11}------------------------------------------------ ### **VNTR SECURITIES LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** ### **Note (3) - Related Party:** The Company has an expense sharing agreement with its parent. Administrative fees provided by the parent for the year ended December 31, 2019 aggregated approximately \$144,000 and included occupancy, administrative salaries and other administrative costs of approximately \$52,000, \$73,000 and \$19,000, respectively. The amount due to parent at December 31, 2019 was \$200. Additionally, placement fee revenue and accounts receivable and certain selling agent fee revenue are earned from and due from entities related to the Company through common Ownership. ### **Note (4) -Net Capital Requirement:** As a registered broker-dealer, the Company is subject to the SEC' s Uniform Net Capital Rule 15c3- 1. The Rule requires that the Company maintain minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 ( and that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At December 31, 2019, the Company had net capital of \$582,657 which exceeded its requirement of \$6,466 by \$576,191. The Company had a ratio of aggregate indebtedness to net capital of .17 to 1 at December 31, 2019. {12}------------------------------------------------ #### **VNTR SECURITIES LLC COMPUTATION OF NET CAPITAL PURSUANT TO SEC RULE 15c3-1 DECEMBER 31, 2019** ### **SCHEDULE** I | Members Capital | | \$
628,911 | |-----------------------------------------------------------------------------------------------------------|--------------------|---------------| | Non-allowable Assets: | | | | Placement Fee Receivable | \$
30,150 | | | Prepaid Expenses | 16,104 | | | Total Non-Allowable Assets | | 46,254 | | Net Capital on Proprietary Positions | | 582,657 | | Net Capital | | 582,657 | | Minimum Net Capital Requirement - the greater of \$5,000
or 6-2/3% of aggregate indebtness of \$96,995 | | 6,466 | | | | | | Excess Net Capital | | \$
576,191 | | Ratio of Aggregate lndebtness to Net Capital | | .17 to 1 | | | | | | Schedule of Aggregate Indebtedness: | | | | Accrued Commissions | \$
66,200 | | | Accrued Expenses | 30,595 | | | Due to MVH | 200 | | | Total Aggregrate Indebtedness | | \$
96,995 | | Reconciliation with the Company's Computation (included | | | | in Part IIA of Form X-17-a-5 as of December 31, 2019): | | | | Net Capital, as reported in the Company's Part IIA unaudited | | | | FOCUS Report | \$
582,657 | | | Adjustment affecting net income | | | | Net Capital per above | \$ ===5=8=2=,6=57= | | {13}------------------------------------------------ ### **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3** ### **DECEMBER 31, 2019** ### **SCHEDULE II** The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 in that the Company's activities are limited to those set forth in the conditions for exemption appearing in Paragraph (k)(2)(i) of that rule. {14}------------------------------------------------ ### **INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER SEC RULE 15c3-3** ### **DECEMBER 31, 2019** ### **SCHEDULEIII** The Company claims exemption from the requirements of Rule 15c3-3, under Section (k)(2)(i) of the rule. {15}------------------------------------------------ ![](_page_15_Picture_0.jpeg) 517 Route One, Suite 4103 lselin, NJ 08830 ~ (732) 781-2712 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Sole Member of VNTR Securities LLC We have reviewed management's statements, included in the accompanying **VNTR Securities LLC** Exemption Report, in which (1) VNTR Securities LLC identified the following provisions of 17 C.F.R. § 15c3-3 (k) under which VNTR Securities LLC claimed an exemption from 17 C.F.R. § 240.15c3-3: (2)(i), (the "Exemption Provisions") and (2) VNTR Securities LLC stated that VNTR Securities LLC met the identified Exemption Provisions throughout the most recent fiscal year without exception. VNTR Securities 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 VNTR Securities 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 on the conditions set forth in paragraphs (k)(2)(i,) of Rule 15c3-3 underthe Securities Exchange Act of 1934. ~~~ Berkower LLC lselin, New Jersey March 13, 2020 {16}------------------------------------------------ # **VNTR Securities LLC 152 Madison Ave. 7tll Floor New York, NY 10016 212-858-9900** ### EXEMPTION REPORT REQUIREMENT FOR BROK.ER/DEALERS UNDER RULE 17a-5 OF THE SECURITIES EXCHANGE ACT OF 1934 ### DECEMBER 31,.2019 To the best knowledge and belief of VNTR Securities, LLC: The Company claimed the (k(2)(i) exemption provision from Rule 15c3-3 of the Securities Exchange Act of 1934. The Company met the (k)(2)(i) exemption provision from Rule 15c3-3, wifuout exceptio~ furoughout the most recent fiscal year ending December3 l, 2019. 3-13-2020 Eric Brachfeld Chief Executive Officer Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.