# WYSER-PRATTE & CO., INC. X-17A-5 (2024-03-29) — Broker-dealer annual report - Company: WYSER-PRATTE & CO., INC. - Form: X-17A-5 - Filed: 2024-03-29 - Period: 2023-12-31 - Accession: 0001144526-24-000002 - CIK: 871375 - File #: 8-43418 - Type: Broker-dealer - Material weakness: No - Auditor: EisnerAmper LLP - Auditor location: New York, NY - Contact: Howard Spindel - Phone: 561-420-0842 - Signed by: Scott Principi (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/871375/000114452624000002/wysr23s.pdf --- {0}------------------------------------------------ ### UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17 A-5 PART III 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 > SEC FILE NUMER 8- 43418 **FACING PAGE** Informa tion Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGfNNfNG **01/01/23** ANDENDING **12/31/23** 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 PRINCfPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | B. ACCOUNT ANT IDENTIFICATION | | | |----------------------------------------------|--------------------------------|---------------------------------|--| | (Name) | (Area Code - Telephone Number) | (Email Address) | | | Howard Spindel | (561) 420-0842 | hspi ndel@integrated. solutions | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | (City) | (State) | (Zip Code) | | | Mt. Kisco | NY | 10549 | | | | (No. and SLreet) | | | EisnerAmper LLP | (Name - if individual, state last. first. and middle name) | | | | | | |------------------------------------------------------------|----------|---------|--------------------------------------------|--|--| | 733 Third Avenue | New York | NY | 10017 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 9/29/2003 | | 274 | | | | | (Date of Registration with PCAOB)(ifapplicable) | | | (PCAOB Registration Number, if applicable) | | | **FOR OFFICIAL** USE **ONLY** • Claims for exemption from Jhe 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. Sec 17 CFR 240. I 7a-5(e)( I )(ii), if applicable. Persons who are to respond to the collection of in fo rmation contained in this form are not r equired to respond unless the fo rm displays a currently valid 0MB 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 12/31/23 , 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. Sign ief Executive Officer Title Jos ept)ine Dellamonica ~ota!"Y.Publ ic State o£New Y ork #01DE62051 Q -:> **Qual ified** in - ~estcl;le~ter County ommass aon Expires d.)~o0(z) Other:------------------------------------- - *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.* J *7a-5(e)(3) or 17 CFR 240.* J *8a-7(d)(2), as applicable.* {3}------------------------------------------------ Statement of Financial Condition December 31 , 2023 {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **EisnerAmper LLP** 733 Third Avenue New York, NY 10017 **T** 212.949.8700 **F** 212.891.4100 W\'-JW.€'1Sl1erampPr.COM #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholder of Wyser-Pratte & Co., Inc. #### Opinion on **the Financial Statement** We have audited the accompanying statement of financial condition of Wyser-Pratte & Co., Inc. (the "Company") as of December 31 , 2023 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 December 31 , 2023, 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 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 seNed as the Company's auditor since 2023. EISNERAMPER LLP New York, New York March 28, 2024 "fonerAmper· 1, the brand namt' under wh1d1 [isner/1mper LLP and Eisner Adv,sor/ Group LL( and 111 subs1d1a1y ~nt,t;f'S provide prot.,ssronal serv1t(:S E,snerAmper LLP and Ei~ner Adv1so1y Group LL( are 1ndepei,demly owned hrrns th,11 pra,t,r.~ m dn a1ter11dt1ve p,act,w str\1,;ture u1 .icrordan157,646 | |---------------| | 59,430 | | 11 ,036 | | 9,809 | | \$ 237,921 | | | | | | \$
21 ,148 | | 21,148 | | | | 1,000 | | 80,999 | | 134,774 | | 216,773 | | \$ 237,921 | | | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ # **Notes to Financial Statement For the year ended December 31 , 2023** #### **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 Accounting 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 unce11ainty 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 \$48,417 and \$0 for the years ended December 31, 2022 and December 31, 2023, respectively. #### **Cash** All cash deposits are held at two financial institutions and therefore are subject to the credit risk at those financial institutions. 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 , 2023** #### **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 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. Under the guidance, the Company has the ability to determine 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 Company has elected under the Internal Revenue Code to be an S Corporation. The beneficiary of the sole stockholder of the Company is responsible for the Company's taxable income or loss. Accordingly, the Company has no provision for federal or state income taxes. The Company has chosen to make the election to opt-in to the New York State Pass-Through Entity Tax ("PTET") for the year ended December 31, 2023. The Company paid PTET on behalf of its shareholder in the amount of\$22,705 for the year ended December 31, 2023. The PTET payments are included in distributions. The contribution of \$13,682 is the PTET refund from the 2021 tax year. The Company follows *Accounting for Uncertainty in Income Taxes* which clarifies the accounting and disclosures for uncertain tax positions related to income taxes recognized in the financial statements and addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. #### **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 l ). commissions receivable (Level 2), and due to/from affiliate (Level 2). {8}------------------------------------------------ ### **Notes to Financial Statement For the year ended December 31 , 2023** #### **4. Related Party Transactions and Concentrations** The Company maintains a Common Paymaster Agreement with its affiliate, Wyser-Pratte Management Company, Inc. ("WPMl"), which will continue until terminated by either party's giving 90 days' notice of termination to the other party. Under this agreement, WPMl, 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. As of December 31, 2023, the Company has an outstanding receivable of \$59,430 from WPM!. The amount due from affiliate represents a concentration of credit risk. The entire commission income of \$1,407,814 was earned from related parties, of which \$788,073 (approximately 56%) is from the EuroPartners Arbitrage Fund (the ·'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 fi nancia l statement is not necessarily ind icative 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 I 5c3-1 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, 2023, the Company had net capital of \$136,498 which exceeded its req uired net capital of \$5,000 by \$13 1,498. The Company's customer activities are hand led 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. The Company extended one lease with its landlord for the same office space at a rate of \$1,131 per month. The commitment term is twelve months. After this term, the lease may be cancelled if either party gives 30 calendar days' notice prior to the month of termination. The Company terminated another lease during 2023. Total rent payments under this lease totaled \$9,084 for the year ended December 31, 2023. {9}------------------------------------------------ # **Notes to Financial Statement For the year ended December 31 , 2023** #### 7. **Subsequent Events** Subsequent events have been evaluated through the date the financial statement was issued. The Company noted no material subsequent events that require adjustment to, or disclosure in, this financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.