# GPP SECURITIES, LLC X-17A-5 (2021-02-26) — Broker-dealer annual report - Company: GPP SECURITIES, LLC - Form: X-17A-5 - Filed: 2021-02-26 - Period: 2020-12-31 - Accession: 0001683784-21-000005 - CIK: 1683784 - File #: 8-69832 - Material weakness: No - Auditor: Citrin Cooperman & Company, LLP - Auditor location: New York, NY - Contact: Ron Panzier - Phone: 203-971-3307 - Signed by: RON PANZIER (MANAGER) Original filing: https://www.sec.gov/Archives/edgar/data/1683784/000168378421000005/SF_GPP_Securities_LLC_2020.pdf --- {0}------------------------------------------------ PART III 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 the period beginning 01/01/20 AND ENDING 12/31/20 M/DD/YY FICIAL USE ONLY FIRM I.D. NO. 165 MASON STREET, SRD FLOOR 203-971-3300 B. ACCOUNTANT IDENTIFICATION (Name - if individual, state last, first, middle name) 529 FIFTH AVENUE NEW YORK NY 10017 (Address) (City) (State) (Zip Code) Certified Public Accountant 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 accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5(c)(2) > 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 OMB control number. ### ANNUAL AUDITED REPORT FORM X-17A-5 CONFIDENTIAL UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: October 31, 2023 Estimated average burden hours per response .. . . . . . . 12.00 | SEC FILE NUMBER | | | | | |-----------------|--|--|--|--| | 9832
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8- | | | | | | MM/DD/YY | | |-------------------------------------------------------------------|--| | A. REGISTRANT IDENTIE CATION | | | NAME OF BROKER-DEALER: GPP SECURITIES, LLC | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | | 400 HACK CTPT 201 F WAR | | | | (No. and Street) | | | |-----------|------------------|------------|--| | GREENWICH | CT | 06830 | | | (City) | (State) | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT RON PANZIER (Area Code - Telephone Number) INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report\* ### CITRIN COOPERMAN & COMPANY, LLP CHECK ONE: {1}------------------------------------------------ | RON PANZIER | _, swear (or affirm) that, to the best of | |---------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------| | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of | | GPP SECURITIES, LLC | , as | | of DECEMBER 31 | 20 20 20 are true and correct. I further swear (or affirm) that | | | neither the company nor any partner, principal officer or director has any proprietary interest in any account | | classified solely as that of a customer, except as follows: | | | | | | | | | | | | | | | | | | | | | | Signature | | | MANAGER | | | Title | | | | | | | | Notary Public | Lydia Toperzer | | | Notary Public-Connecticut
My Commission Expires | | This report ** contains (check all applicable boxes):
(a) Facing Page. | March 31, 2024 | | (b) 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) Statement of Changes in Financial Condition. | | | | (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital. | | (g) Computation of Net Capital. | (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. | | | (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. | | | (i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3. | | | (i) A Reconciliation, including appropriate explanation of Net Capital Under Rule 15c3-1 and the | | | Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. | | | (k) A Reconciliation between the audited Statements of Financial Condition with respect to methods of | | consolidation. | | | (I) An Oath or Affirmation. | | | (m) A copy of the SIPC Supplemental Report. | | | | (n) A report describing any material inadequacies found to have existed since the date of the previous audit. | {2}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) ### STATEMENT OF FINANCIAL CONDITION (WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) DECEMBER 31, 2020 {3}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) ### TABLE OF CONTENTS | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Financial Statement | | | Statement of Financial Condition | വ | | Notes to Statement of Financial Condition | 3-6 | {4}------------------------------------------------ ![](_page_4_Picture_1.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member GPP Securities, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of GPP Securities, LLC as of December 31, 2020, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of GPP Securities, LLC as of December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility of GPP Securities, LLC's management. Our responsibility is to express an opinion on GPP Securities, LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to GPP Securities, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as GPP Securities, LLC's auditor since 2017. New York, New York February 23, 2021 {5}------------------------------------------------ ### **\*336(&85,7,(6//&** \$:KROO\2ZQHG6XEVLGLDU\RI\*UHDW3RLQW3DUWQHUV//& ### **67\$7(0(172)),1\$1&,\$/&21',7,21 'HFHPEHU** #### **\$66(76** | &DVK |

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| {6}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) ### NOTES TO STATEMENT OF FINANCIAL CONDITION ### 1. Nature of Business Operations and Ownership GPP Securities, LLC (the "Company") is a Delaware Limited Liability Company that was formed on July 1, 2016 under the Delaware Limited Liability Company Act. The Company is registered as a broker-dealer with the Securities and Exchange Commission (SEC) and received approval to commence business operations from the Financial Industry Regulatory Authority, Inc. (FINRA) effective August 25, 2017. The Company is a wholly owned subsidiary of Great Point Partners, LLC (the "Parent"). The principal business activity of the Company is to provide brokerage services in connection with acquisitions, dispositions, mergers and refinancing of client companies as a result of investments made by private investment partnerships affiliated with the Parent. This activity may include debt, equity or a combination of debt and equity financing. The Company does not carry any margin or trading accounts and does not hold funds or securities for customers. ### 2. Summary of Significant Accounting Policies ### Basis of Financial Statement Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and general practices in the broker-dealer industry. ### Cash All cash deposits are held by one financial institution and therefore are subject to the credit risk at that financial institution and may at times exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. ### Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), which requires that an entity recognize revenue to depict the transfer of 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. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. As the Company does not normally receive retainer or progress fees on its contracts with customers, there is little judgement on the part of management to determine the timing of revenue recognition as the Company's revenues are generally earned on the successful closing of the contemplated transaction contained in the contract with its customers. ### Transaction Fees Receivable Transaction fees receivable are revenues that the Company expects to collect for transactions that were completed during a given year. As of December 31, 2020, there was no transaction fees receivable. {7}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) ### NOTES TO STATEMENT OF FINANCIAL CONDITION #### 2. Summary of Significant Accounting Policies (continued) #### Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ### Income Taxes The Company is a disregarded entity for federal and state income tax purposes. Accordingly, no provision has been made for income taxes as any income or loss is passed through to and reported on the Parent's tax filings. At December 31, 2020 management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. ### Allocation of Expenses The Parent is the sole member of the Company. The Company entered into an Administration and Expense Sharing Agreement to reimburse the Parent its allocable share of expenses and costs incurred by the Parent. Generally, the allocation is equal to 1.27% for office related expenses (based on the approximate square footage of the Company's office) and 10% for employee related expenses (such as payroll and benefits), whereby shared management expenses, as outlined in the agreement are recognized by the Company. Expenses are generally paid by the Parent and then reimbursed by the Company for its allocable portion. These expenses include, but are not limited to, shared services such as accounting fees, legal services, consultants, transfer agents and registrars, communications, computer and information technology, occupancy, personnel and administration of employee benefits, professional fees and expenses, email archiving and electronic storage, travel, entertainment, outside service providers and other office or administrative expenses. Expenses directly related to the Company may be paid by the Parent and reimbursed in full by the Company. ### Contingencies Management of the Company believes there is no pending or threatened litigation that will result in any material adverse effect on the Company's results of financial condition, results of operations and net capital requirements. #### Recently Issued Accounting Pronouncements The FASB has established the Accounting Standards Codification" or "ASC") as the authoritative source of generally accepted accounting principles ("GAAP") recognized by the FASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASUs"). In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-13, Financial Instruments -- Credit Losses (Topic 326): Measurement of Creati Losses on Financial Instruments, which amends the FASB's guidance on the impairment of financial instruments. The ASU adds to GAAP, an {8}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) #### NOTES TO STATEMENT OF FINANCIAL CONDITION ### 2. Summary of Significant Accounting Policies (continued) #### Recently Issued Accounting Pronouncements (continued) impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, the Company recognizes as an allowance, its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses, if any. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the ASU makes targeted changes to the impairment model for available-for-sale debt securities. The new CECL standard became effective on January 1, 2020, and the Company applied the modified retrospective method of adoption which resulted in no adjustment to member's equity as the effective date. For financial assets measured at amortized cost (i.e. cash), the Company has concluded that there are no expected credit losses based on the nature or expected life of the financial assets and immaterial historic or expected losses. For the year ending December 31, 2021, various ASUs issued by the FASB contain effective implementation dates that will require their provisions to be reflected in the financial statements for the Company has either evaluated or is currently evaluating the implications, if any, of each of these ASUs and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the ASUs have either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. ### 3. Net Capital The Company is subject to the SEC's uniform net capital rule ("Rule 15c3-1") which requires the maintenance of a minimum amount of net capital and the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 also provides 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, 2020, the Company's net capital was \$194,825, which is in excess by \$189,825 of its minimum requrement of \$5,000. Aggregate indebtedness was \$41,514. The Company does not hold customers' cash or securities and, has no requirements under SEC Rule 15c3-3 and therefore does not claim an exemption under paragraph (k). ### 4. Related Party Transactions #### Revenues In the normal course of business, the Company receives transaction fee revenues solely as a result of investments made by private investment partnerships affiliated with the Parent. During the year ended December 31, 2020, the Company's customers completed multiple transactions whereby the Company earned and collected fees totaling \$9,985,461 which was recorded on the statement of operations. Of this amount, \$9,003,235 was withdrawn and distributed to the Parent during the year. ### Expenses The Company incurs expenses relating to the ongoing operations of the business. Generally, these expenses are paid by the Parent, recorded as a liability and reimbursed by the Company on a periodic basis. At times, the Parent may forgive such intercompany payables by converting these liabilities into equity in the form of a capital contribution. During the year ended December 31, 2020, the Parent did not forgive any expenses that the Company owed to the Parent. {9}------------------------------------------------ ### GPP SECURITIES, LLC (A Wholly Owned Subsidiary of Great Point Partners, LLC) ### NOTES TO STATEMENT OF FINANCIAL CONDITION ### 5. Risks and Uncertainties During the 2020 calendar year, the World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of International Concern'. This pandemic has disrupted economic markets and the economic impact, duration and spread of the COVID-19 virus is uncertain at this time. The financial performance of the Company is subject to future developments related to the COVID-19 outbreak and possible government advisories and restrictions placed on the financial markets and business activities. The impact on financial markets and the overall economy, all of which are highly uncertain, cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period the Company's results may be materially affected. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ### 6. Subsequent Events The Company has evaluated events through the date the financial statements were issued. There were no subsequent events that require disclosure. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.