# XT CAPITAL PARTNERS, LLC X-17A-5 (2023-03-29) — Broker-dealer annual report - Company: XT CAPITAL PARTNERS, LLC - Form: X-17A-5 - Filed: 2023-03-29 - Period: 2022-12-31 - Accession: 0001146299-23-000002 - CIK: 1146299 - File #: 8-53683 - Type: Broker-dealer - Material weakness: No - Auditor: YSL & Associates LLC - Auditor location: New York, NY - Contact: Andrew Miller - Phone: 917-710-5598 - Email: jcochran@xtcapital.com - Website: xtcapital.com - Signed by: Julie M. Cochran (Managing Partner) Original filing: https://www.sec.gov/Archives/edgar/data/1146299/000114629923000002/xtcapitalshort2022.pdf --- {0}------------------------------------------------ ## **XT CAPITAL PARTNERS, LLC** FINANCIAL STATEMENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31, 2022 {1}------------------------------------------------ | | UNITED STATES | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|----------------------------------------|--------------------------|-------------------------------| | SECURITIES AND EXCHANGE COMMISSION | | | | OMB APPROVAL | | Washington, D.C. 20549 | | | | | | | | | OMB Number:
Expires: | 3235-0123
October 31, 2023 | | | | | Estimated average burden | | | | | | hours per response… | 12.00 | | | ANNUAL AUDITED REPORT | | | | | FORM X-17A-5 | | | | SEC FILE NUMBER | | PART III | | | | 8-53683 | | | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | | | | | | | REPORT FOR THE PERIOD BEGINNING | 01/01/2022
MM/DD/YY | AND ENDING | | 12/31/2022
MM/DD/YY | | | | | | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: XT Capital Partners, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
☒Broker-dealer
☐Security-based swap dealer
☐ Check here if respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
29 East Main Street | | ☐Major security-based swap participant | | | | | (No. and Street) | | | | | Westport | CT | | | 06880 | | (City) | (State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Julie M. Cochran | 212-909-2680 | | jcochran@xtcapital.com | | | | (Area Code – Telephone Number) | | | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | | | | YSL & Associates LLC | | | | | | | (Name – if individual, state last, first, middle name) | | | | | 11 Broadway, Suite 700 | New York | NY | | 10004 | | (Address) | (City) | (State) | | (Zip Code) | | 06/06/2006 | | | | 2699 | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number | | | 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-5(e)(1)(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 OMB control number.** {2}------------------------------------------------ ![](_page_2_Picture_2.jpeg) - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ ## **XT CAPITAL PARTNERS, LLC** ## Table of Contents December 31, 2022 | | Page(s) | |---------------------------------------------------------|---------| | Report of Independent Registered Public Accounting Firm | | | Financial Statement: | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | 3-8 | {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 Members of XT Capital Partners, LLC ## **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of XT Capital Partners, LLC (the "Company") as of December 31, 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 December 31, 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. We have served as XT Capital Partners, LLC's auditor since 2018. New York, NY March 29, 2023 {5}------------------------------------------------ #### **XT CAPITAL PARTNERS, LLC** STATEMENT OF FINANCIAL CONDITION December 31, 2022 #### **ASSETS** | 1,450,382 | |-----------| | 2,217,831 | | | | 3,668,213 | | | | 3,707 | | | | 20,684 | | 3,692,604 | | | #### **LIABILITIES AND MEMBERS' EQUITY** | Current Liabilities | | | |---------------------------------------|----|-----------| | Accounts payable and accrued expenses | | 3,300,419 | | Total Current Liabilities | | 3,300,419 | | Members' Equity | | 392,185 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ | 3,692,604 | See accompanying notes to financial statement. {6}------------------------------------------------ ## Note 1 - Nature of Operations XT Capital Partners, LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company markets and distributes specialized investment management strategies for institutional investors. Effective December 30, 2010, the Company became a member of the Municipal Securities Rulemaking Board. # Note 2 - Summary of Significant Accounting Policies ## *Basis of Presentation* The financial statement has been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). ## *Use of Estimates* The preparation of financial statement in conformity with GAAP 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 during the reporting period. Actual results could differ from those estimates. ## *Cash and Concentration of Credit Risk* The Company defines cash equivalents as short term, highly liquid investments with original maturities of less than ninety days from date of acquisition. The carrying amounts of such cash equivalents approximate fair value due to the short term nature of these investments. As of December 31, 2022, the Company maintained its cash balance of \$1,450,382 with one financial institution which, at times, exceeded federally insured limits. The Company's cash balance includes a checking account and an interest bearing savings account. The Company has not experienced any loss in these accounts and believes it is not subject to any significant credit risk as of the date of issuance of this financial statement. {7}------------------------------------------------ ## Note 2 - Summary of Significant Accounting Policies (continued) ## *Fees Receivable* Fees receivable are carried at the amounts billed to investment managers, net of an allowance for credit losses, which is an estimate for credit losses based on a review of all outstanding amounts. ## *Allowance for Credit Losses* The Company applies Accounting Standards Codification ("ASC") Topic 326, *Financial Instruments – Credit Losses* ("ASC 326") impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. Under the accounting update, the Company has the ability to determine there are no expected credit losses in certain circumstances. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including cash and fees receivable 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. The Company's expectation is that the credit risk associated with fees receivable is not significant based on the nature of these financial assets, the credit quality of the counter party, the aging of these assets and the de minimus historical losses on such assets. As of December 31, 2022, the Company recorded an allowance for credit losses in the amount of \$5,000. ## *Contract Assets and Liabilities* 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. No contract assets are reported in the accompanying statement of financial condition at December 31, 2022. {8}------------------------------------------------ #### Note 2 - Summary of Significant Accounting Policies (continued) #### *Contract Assets and Liabilities (continued)* 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. As of December 31, 2022, there was no contract liabilities reported on the accompanying statement of financial condition as deferred revenue. #### *Significant Judgements* Revenue from contracts with customers includes fees from third party marketing revenue from raising capital on behalf of hedge funds, private equity, and other alternative funds. 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. #### *Equipment* Equipment is stated at cost less accumulated depreciation. The Company provides for depreciation on the straight-line method as follows: | Assets | Estimated Useful Life | |--------------------|-----------------------| | Computer equipment | 3 Years | | Furniture | 7 Years | #### *Income Taxes* No provision for federal and state income taxes has been recorded because the Company is a limited liability company. Accordingly, the individual members report their share of the Company's income or loss on their respective personal income tax returns. At December 31, 2022, 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. The Company remains subject to U.S. federal and state income tax audits for the periods subsequent to 2019. {9}------------------------------------------------ # Note 2 - Summary of Significant Accounting Policies (continued) ## *Leases* In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize all leases with a term greater than 12 months on the balance sheet through a right of use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. ASU 2016-02 did not have a material impact to the Company's financial statement and related disclosures since the Company does not have any leases with a term greater than 12 months. ## Note 3 – Concentration of Fees Receivable Fees receivable relating to three investment managers at December 31, 2022 accounted for 58% of the fees receivable. ## Note 4 - Commitments The Company leased office space in Connecticut under an operating lease which expired during 2022. Effective November 2022, the Company renewed this operating lease. This lease requires the Company to pay utilities and other costs associated with the office space. ## Note 5 – Related Party Transactions Related parties transactions include the payments to the members of the Company and payments made to the Company's retirement plan on behalf of the members of the Company. Guaranteed payments to the members that are intended as compensation for services rendered are accounted for as company expenses rather than as allocations of membership net income. {10}------------------------------------------------ ## Note 5 – Related Party Transactions (continued) The Company maintains a Qualified Retirement Plan for its participants. Company contributions are made at the discretion of the members and are subject to limitations provided by the Internal Revenue Code. During the year, the Company engaged registered representatives to provide marketing support in its private placement activities. Fees to representatives are based on the amount of funds successfully placed. ## Note 6 - Net Capital Requirement The Company, as a member of the FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule 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, and that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At December 31, 2022, the Company's net capital was approximately \$249,000 which was approximately \$244,000 in excess of its minimum requirement of approximately \$5,000 under SEC Rule 15c3-1. ## Note 7 - Exemption from Rule 15c3-3 The Company is exempt from the provisions of Rule 15c3-3 under the Securities and Exchange Act of 1934. The Company does not hold customers cash or securities and, therefore, has no obligations under SEC Rule 15c3-3 under the Securities Exchange Act of 1934. {11}------------------------------------------------ Note 8 – Subsequent Events The Company has evaluated its subsequent events through March 29, 2023 the date that the accompanying financial statement was available to be issued. To mitigate exposure to significant credit risk, the Company made payments to its partners totaling \$97,000 in March 2023, reducing the Company's bank balance at First Republic Bank below federally insured limits. There were no other subsequent events which would require disclosures in the footnotes to the financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.