# SNOWBRIDGE SECURITIES LLC X-17A-5 (2022-12-27) — Broker-dealer annual report - Company: SNOWBRIDGE SECURITIES LLC - Form: X-17A-5 - Filed: 2022-12-27 - Period: 2022-09-30 - Accession: 0001780116-22-000017 - CIK: 1780116 - File #: 8-70363 - Type: Broker-dealer - Material weakness: No - Auditor: YSL & Associates LLC - Auditor location: Palm Beach Gardens, FL - Contact: Kathy Efrem - Phone: 212-897-1686 - Signed by: Mark Schroeder (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1780116/000178011622000017/snow22s.pdf --- {0}------------------------------------------------ Statement of Financial Condition Pursuant to Rule 17A-5 under the Securities Exchange Act of 1934 September 30, 2022 {1}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | | 0MB APPROVAL | | | | |--------------------------|------------------------|--|--|--| | 0MB Number: 3235-0123 | | | | | | | Expires: Oct. 31, 2023 | | | | | Estimated average burden | | | | | | | hours per response: 12 | | | | | | SEC FILE NUMER | | | | 8- 70363 **FACING PAGE** | Information Required Pursuant to Rules 17a-s, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--|-------------------------------------------|--|--|--|--| | FILING FOR THE PERIOD BEGINNING | _1_0_/0_1_f_2_1 __ AND ENDING | | 09/30/22 | | | | | | | MM/DD/VY | | MM/DD/VY | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | Snowbridge Securities LLC
NAME OF FIRM : | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | | | | ~ Broker-dealer
D Security-based swap dealer
D Major security-based swap participant
D Check here if respondent is also an OTC derivatives dealer | | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | | 3801 PGA BOULEVARD, SUITE 600 | | | | | | | | | (No. and Street) | | | | | | | | | PALM BEACH GARDENS | FL | | 33410 | | | | | | (City) | (State) | | (Zip Code) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | Kathy Efrem | (212) 897-1686 | | kefrem@integrated.so1utions | | | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | | YSL & Associates LLC | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | | | 11 Broadway, Suite 700 | New York | | 10004
NY | | | | | | (Address) | (City) | | (State)
(Zip Code) | | | | | | 6/6/2006 | 2699 | | | | | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, ifapplicable) | | | | | | 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), if applicable. **Persons who are to respond to the collection of information contained** in **this form are not required to respond unless the form displays a currently valid 0MB control number.** {2}------------------------------------------------ # OATH OR AFFIRMATION I, Mark Schroeder , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to Snowbrldge Securities UC as of 09/30/22 , 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. **CEO Title** ![](_page_2_Picture_5.jpeg) {3}------------------------------------------------ #### **This filing\*\* contains (check all applicable boxes):** - m (a) Statement of financial condition. - m (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - D (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 5-X). - D (d) Statement of cash flows. - D (e) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - D (t) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation oftangible net worth under 17 CFR 240.18a-2. - D G) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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. - 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, ofthe FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, 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. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - IXl (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - m (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 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. - D (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D (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- l(d)(2), as applicable. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682 #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Snowbridge Securities LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Snowbridge Securities LLC (the "Company") as of September 30, 2022, 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 the Company as of September 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. Y *~l V..* Jl ~ \$Ol.:.t:v1.ci L (, (.\_., We have served as Snowbridge Securities LLC's auditor since 2020. New York, NY December 20, 2022 {5}------------------------------------------------ ## **Statement of Financial Condition September 30, 2022** | Assets
Cash
Fees receivable, net of allowance for doubtful accounts of\$117,596
Prepaid expenses and other assets | \$
157,929
1,463,356
11 ,307 | |---------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------| | Total assets | \$
1,632,592 | | Liabilities and Member's Equity
Liabilities:
Compensation payable
Accounts payable and accrued expenses
Total liabilities | 1,498,000
\$
42,862
1,540,862 | | Member's equity | 91 ,730 | | Total liabilities and member's equity | \$ 1,632,592 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ ## **Notes to Statement of Financial Condition September 30, 2022** #### **1. Nature of operations** Snowbridge Securities LLC (the "Company") is limited liability company formed under the laws of the state of Delaware on August 12, 2021. The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The primary business of the Company is to act as a broker-dealer providing financial and strategic advice on mergers and acquisitions, divestitures, restructurings, financings, capital raising and other similar transactions. #### **2. Summary of significant accounting policies** ### **Basis of presentation** These financial statements were prepared in conformity with accounting principles generally accepted in the United States of America which 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 amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### **Revenue recognition** The Company recognizes 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 standard requires an entity to follow 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, an entity may include 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. The Company's revenues are generally from one-time nonrecurring transactions. #### Significant judgments: Revenues are recognized when transactions are completed, and revenues are earned and collectible. Revenue from contracts with customers include private placement fees and advisory fees. 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. {7}------------------------------------------------ ### **Notes to Statement of Financial Condition September 30, 2022** #### **2. Summary of Significant Accounting Policies (continued)** #### **Revenue recognition (continued)** #### Private placement fees: The Company earns revenue by way of private placement fees that are recognized at the date of closing which is point in time that performance under the arrangement is completed. The Company has determined that this date is the appropriate point in time to recognize revenue for private placement fees as the performance obligation has been satisfied, there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the investors' capital commitments. Payment for revenue is generally over one to two years. #### Commissions The Company earns commissions on a successor transactions to previously consummated private placement transactions. These fees are recognized at the time(s) such successor fund commitments close. The Company has determined that this date is the appropriate point in time to recognize revenue for commissions as there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the investors' capital commitments. Payment for revenue is generally due quarterly over one to two years. #### Advisory fees: The Company provides advisory services on mergers and acquisitions, restructurings, capital raising and other strategic transactions. Revenue for advisory arrangements is recognized over the time in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Payment for such services is due upon invoicing. #### Fees receivable and Contract Balances Fees receivable include private placement fees, advisory fees and commissions due from clients. Fees receivable arise when the Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e. unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. The Company did not have any contract assets or liabilities at October l, 2021 or September 30, 2022. Four clients comprised the fees receivable, in the amount of \$1,463,356, at September 30, 2022. {8}------------------------------------------------ # **Notes to Statement of Financial Condition September 30, 2022** #### **2. Summary of significant accounting policies (continued)** #### **Cash** All cash deposits are held by two financial institutions and therefore are subject to the credit risk of those financial institutions 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. #### **Income taxes** The Company is a limited liability company and treated as a partnership for income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the members for federal and state income tax purposes. Accordingly, the Company has not provided for federal or state income taxes. The Company has elected to be taxed at the entity level for certain state income taxes, however no state income taxes were provided as a result of the net loss for the year. At September 30, 2022, management determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will be subject to ongoing reevaluation as facts and circumstances may require. Interest and penalties assessed, if any, are recorded as income tax expense. The Company's federal and state income tax returns are generally open for examination for all years. #### **Allowance for Credit Losses** The Company follows ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL ") methodology to estimate expected credit losses over the entire life of the financial asset. An allowance for credit losses may be based on the Company's expectation of the collectability of its receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. At September 30, 2022, the Company recorded an allowance for credit losses in the amount of\$ \$117,596. #### **3. Transactions with related parties** The Company maintains an administrative services agreement (the "Expense Sharing Agreement") with its majority owner and an affiliate under common ownership of the majority owner (the "Affiliates") whereby the Affiliates provide accounting, administrative, office space, human resources and other services. The Company does not have any obligation, direct or indirect, to reimburse or otherwise compensate the Affiliates for any or all costs that the Affiliates have paid on behalfofthe Company. {9}------------------------------------------------ **Notes to Statement of Financial Condition September 30, 2022** #### **3. Transactions with related parties (continued)** The Company paid professional fees, in the amount of \$77,358, on behalf of its majority owner. These expenses have been recorded as capital distributions by the Company. All transactions with related parties are settled in the normal course of business. The terms ofany of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties. The Company maintains a month-to-month lease for office space. #### **4. Concentration** One Customer comprised 50% of the fees receivable balance as of September 30, 2022 and also counted for approximately 69% of total revenue for the year ended September 30, 2022. #### **5. Regulatory requirements** The Company is subject to SEC Uniform Net Capital Rule 1 Sc3-1 under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At September 30, 2022, the Company had net capital of\$115,067 which exceeded the required net capital by \$110,067. The ratio of aggregate indebtedness to net capital, at September 30, 2022 was .37 to 1. 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). #### **6. Subsequent events** Management of the Company has evaluated events and transactions that may have occurred since September 30, 2022 and determined that there are no material events that would require disclosure in the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.