# WYSER-PRATTE & CO., INC. X-17A-5 (2022-03-01) — Broker-dealer annual report - Company: WYSER-PRATTE & CO., INC. - Form: X-17A-5 - Filed: 2022-03-01 - Period: 2021-12-31 - Accession: 0000871375-22-000001 - CIK: 871375 - File #: 8-43418 - Type: Broker-dealer - Material weakness: No - Auditor: Raich Ende Malter & Co. LLP - Auditor location: New York, NY - Contact: Howard Spindel - Phone: 561-420-0842 - Email: hspindel@integrated.solutions - Website: integrated.solutions - Signed by: Scott Principi (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/871375/000087137522000001/wysr21s.pdf --- {0}------------------------------------------------ #### UNITED STA TES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PART III | OMB Number: 3235-0123 | | |--------------------------|--| | Expires: Oct. 31, 2023 | | | Estimated average burden | | | hours per response: 12 | | SEC FILE NUMER 8- 43418 #### 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 /21 AND ENDING 12/31 /21 MM/DD/YY ~---------------------~ MM/DD/YY ## A. REGISTRANT IDENTIFICATION # NAME OF FIRM: Wyser-Pratte & Co., Inc. 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 BUSfNESS: (Do not use a P.O. box no.) | | 100 S. Bedford Road, Suite 312 | | | | |---------------------------|----------------------------------------------------------------------------|-------------------------------|--------|--| | | (No. and Street) | | | | | Mt. Kisco | NY | | 10549 | | | (City) | (State) | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Howard Spindel | (561) 420-0842 | hspindel@integrated.solutions | | | | (Name) | (Arca Code - Telephone Number) | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose reports arc contained in this filing* | | | | | | Raich Ende Malter & Co. LLP | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 1375 Broadway, 15th Floor | New York | NY | '10018 | | | | | | | | #### (Address) (City) (State) 612312004 50 (Zip Code) (Dale of Registration with PCAOB)(if applica blc) (PCAOB Registration Number, ifapplicable) #### FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement Iha! 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. Sec 17 CFR 240. l 7a-5(e)( I )(ii), if applicable. Persons who arc to respond to the collection of information contained in this form arc not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ ### AFFIRMATION I, Scott Principi , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to Wyser-Pratte & Co., Inc. as of 12/31/21 , 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. ef Executive Officer Notary Public · DEBRA lD(z) Other:------------------------------------ - *\*\*To request confidential treatment of certain p ortions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ Statement of Financial Condition December 31, 2021 {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **13.75 Broadway, 1 Sth Floor N ew Yor k, N ew York 1 001 8** 2 1 2.944.4433 2 1 2.944. 5404 t fax) .a® n·co.com #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder of Wyser-Pratte & Co., Inc. New York, New York #### Opinion on the Financial] Statement We have audited the accompanying statement of financial condition of Wyser-Pratte & Co., Inc. as of December 31, 2021, 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 Wyser-Pratte & Co., Inc. as of December 31 , 2021 in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of Wyser-Pratte & Co., lnc.'s management. Our responsibility is to express an opinion on Wyser-Pratte & Co., lnc.'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 Wyser-Pratte & Co., Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and tihe 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. RAICH EN DE MALTER & CO. LLP We have served as Wyser-Pratte & Co., lnc.'s auditor since 2020. New York, New York February 28, 2022 ![](_page_4_Picture_12.jpeg) *Independent Accounting Firms* {5}------------------------------------------------ # Statement of Financial Condition December 31, 2021 #### ASSETS | Cash | \$
97,304 | |-------------------------------------------------------------------------------|----------------| | Commissions receivable | 114,867 | | Due from Affiliate | 91,461 | | Other assets | 14,052 | | Total Assets | \$
31 7,684 | | LIABILITIES AND STOCKHOLDER"S EQUITY | | | Liabilities: | | | Accrued expenses and other liabilities | \$
31,415 | | Total liabilities | 31,415 | | Stockholder's Equity: | | | Common stock - \$1 par value; authorized, issued and outstanding 1,000 shares | 1,000 | | Additional paid-in capital | 382,790 | | Deficit | (97,521) | | Total stockholder's equity | 286,269 | | Total Liabilities and Stockholder's Equity | \$
317,684 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ # **Notes to Financial Statement For the year ended December 31, 2021** ## 1. Organization and Business Wyser-Pratte & Co., Inc. (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 Company primarily acts as the broker of record for transactions initiated by its affiliated investment advisor on behalf of customers, for which it earns commissions. All transactions for its customers are cleared through and carried by a New York Stock Exchange member firm. ## 2. Summary of Significant Accou nting Policies ## !Basis of Presentation This financial statement was 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 statement. 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 in accordance with ASC Topic 606, Revenue from Contracts with Customers. The guidance 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 acts as a broker of record for its customers' transactions. Each time the customer enters into a buy or sell transaction, the Company charges a commission. Commissions on securities transactions are recorded on the trade date. The Company has determined that the performance obligation is satisfied on the trade date, (the date that the customers trades are executed), because that is when the underlying financial instrument and counterparties are identified, the pricing is agreed upon and the risks and rewards of ownership have transferred to/from the customer. The Company had commissions receivable of \$74,296 and \$1 14,867 for the years ended December 31, 2020 and December 31, 2021, respectively. ## Cash All cash deposits are held at one financial institution and therefore are subject to the credit risk at that financial institution. 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. {7}------------------------------------------------ # **Notes to Financial Statement For the year ended December 31 , 2021** ## 2. Summary of Significant Accounting Policies (continued) ## Credit Losses The guidance under Accounting Standards Codification Topic 326, *Financial Instruments* - *Credit Losses* ("ASC 326"). ASC 326 impacts the impainnent 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. Under the guidance, the Company has the ability to detennine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer). The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other 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. ### Income Taxes The former stockholder is personally responsible for the taxes owed by the Company. The trust that holds the ownership of the Company is a grantor's trust, therefore, the income flows through to the tax return of the trust's grantor, the former stockholder. Accordingly, the Company has not provided for federal, state or local income taxes. #### 3. Fair Value of Financial Instruments Certain financial instruments are carried at amounts that approximate fair value due to the shortterm nature and negligible credit risk. These instruments include cash (Level I). commissions receivable (Level 2), and due to/from affiliate (Level 2). #### 4. Related Party Transactions a nd Concentrations The Company maintains a Common Paymaster Agreement with its affiliate, Wyser-Pratte Management Company, Inc. ("WPMI"), which will continue until terminated by either party's giving 90 days' notice of termination to the other party. Under this agreement, WPMI, will pay all compensation due to employees of the Company during the term of the agreement. The Company will reimburse WPMI within 15 days of receipt of notice of amount due along with a nominal monthly service fee. Amounts covered under this agreement can be found in employee compensation and benefits in the Statement of Operations. As of December 31, 2021, the Company has an outstanding receivable of \$91,461. from WPM!. The amount due from affiliate represents a concentration of credit risk. {8}------------------------------------------------ ## **Notes to Financial Statement For the year ended December 31 , 2021** #### **4. Related Party Transactions and Concentrations (continued)** The entire commission income from related parties, of which approximately 51 % is from the EuroPartners Arbitrage Fund (t!he "Fund"), in which the beneficiary of the sole stockholder of the Company is also the principal of the investment adviser of the Fund. The remaining balance is from the accounts owned by the beneficiary of the stockholder of the Company, and an entity owned by the beneficiary of the stockholder of the Company. Commissions charged by the Company are discretionary. The accompanying financial statements are not necessarily indicative of the Company's financial condition or results of operations had the Company been operated as an unaffiliated entity. #### **5. Regulatory Requirements** As a broker-dealer and member organization of FINRA, the Company is subject to the Uniform Net Capital Rule l 5c3-l of the SEC. The rule requires the Company to maintain minimum net capital, as defined, of 6-2/3% of aggregate indebtedness, as defined, or \$5,000, whichever is greater. At December 31, 2021, the Company had net capital of \$65,889 which exceeded its required net capital of \$5,000 by \$60,889. The Company's customer activities are handled by another broker, which acts as a clearing broker for these customers. The Company itself does not handle cash or securities on behalf of customers. #### **6. Commitments** The Company accounts for its existing operating leases using the practical expedients permitted under ASC Topic 842. During 202 l , the· Company relocated one of its offices and entered into a month-to-month lease at a rate of \$1,621 per month including telephone and internet. The lease may be cancelled if either party gives 60 days' notice of its intent to terminate. During 202 l, the Company renewed an existing lease for two years to occupy office space at a rate of\$1,08l per month. The lease may be cancelled if either party gives three-months' notice prior to the end of the term. #### **7. Subsequent Events** Subsequent events have been evaluated through the date the financial statements were issued. Other than receiving commissions in January 2022 that were earned in 2021, the Company noted no material subsequent events that require adjustment to, or disclosure in, these financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.