# XML SECURITIES, LLC X-17A-5 (2024-02-29) — Broker-dealer annual report

- Company: XML SECURITIES, LLC
- Form: X-17A-5
- Filed: 2024-02-29
- Period: 2023-12-31
- Accession: 0001420989-24-000007
- CIK: 1420989
- File #: 8-67776
- Type: Broker-dealer
- Material weakness: No
- Auditor: Wolf & Company, P.C.
- Auditor location: Boston, MA
- Contact: Jennifer L. Szaro
- Phone: 703-827-2300
- Signed by: Robert Kantor (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1420989/000142098924000007/xmlpublic2023.pdf

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### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12

## ANNUAL REPORTS FORM X-17A-5 PART III

| SEC FILE NUMBER |  |
|-----------------|--|
| 8 - 67776       |  |

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                                                                                                     | 1/1/2023                       | AND ENDING                                                 | 12/31/2023                                 |
|-------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|------------------------------------------------------------|--------------------------------------------|
|                                                                                                                                     | MM/DD/YY                       |                                                            | MM/DD/YY                                   |
|                                                                                                                                     | A. REGISTRANT IDENTIFICATION   |                                                            |                                            |
| NAME OF FIRM:                                                                                                                       | XML Securities, LLC            |                                                            |                                            |
| TYPE OF REGISTRANT (check all applicable boxes):<br>& Broker-dealer<br>□ Check here if respondent is also an OTC derivatives dealer | ‍_ Security-based swap dealer  | ‍ _ Major security-based swap participant                  |                                            |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                 |                                |                                                            |                                            |
| 6901 Rockledge Drive, Suite 730                                                                                                     |                                |                                                            |                                            |
|                                                                                                                                     | (No. and Street)               |                                                            |                                            |
| Bethesda                                                                                                                            |                                | MD                                                         | 20817                                      |
| (City)                                                                                                                              |                                | (State)                                                    | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                        |                                |                                                            |                                            |
| Jennifer L. Szaro                                                                                                                   | 703-827-2300                   |                                                            |                                            |
| (Name)                                                                                                                              | (Area Code - Telephone Number) |                                                            | (Email Address)                            |
|                                                                                                                                     | B. Accountant Identification   |                                                            |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filling*<br>Wolf & Company, P.C.                                  |                                |                                                            |                                            |
|                                                                                                                                     |                                | (Name - if individual, state last, first, and middle name) |                                            |
| 225 State Street                                                                                                                    | Boston                         | MA                                                         | 02109                                      |
| (Address)                                                                                                                           | (City)                         | (State)                                                    | (Zip Code)                                 |
| 10/14/2003                                                                                                                          |                                | 392                                                        |                                            |
| (Date of Registration with PCAOB)(if applicable)                                                                                    |                                |                                                            | (PCAOB Registration Number, if applicable) |
| * Claims for exemption from the requirement that the annual reports of an independent public                                        | FOR OFFICIAL USE ONLY          |                                                            |                                            |

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.

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### OATH OR AFFIRMATION

| Robert Kantor          |                                                               | swear (or affirm) that, to the best of my knowledge and belief, the                                                                                 |
|------------------------|---------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| 12/31                  | tinancial report pertaining to the firm of XML Securities LLC | as of<br>2023                                                                                                                                       |
| as that of a customer. | Expires<br>08/04/2024<br>Richard A Schaeffer                  | partner, officer, director, or equivalent person) {{{{{{{{#e,e, may be, has any proprietary interest in any account classified solely<br>Signature: |
| Notary Public          | My Commission #<br>GG 978118                                  | Title:<br>CEO                                                                                                                                       |

### This filing\*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- (b) Notes to consolidated 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 cash flows.
- [ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- [ (f) Statement of changes in liabilities subordinated to claims of creditors.
- □ (g) Notes to consolidated financial statements.
- | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- | (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- [] (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- [] (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.
- [ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- [ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- | (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.
- □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net worth under 17 CFR 240.15c3-1, 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.
- | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- | (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- [ {s} Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- □ (t) Independent public accountant's report based on an examination of the statement of financial condition.
- [] (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- | (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.
- | (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.
- [] (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable.
- □ (y) Report describing any material inadequacies 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).
- [ (z) Other:

<sup>\*\*</sup> To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2), or 17 CFR 240.18a-7(d)(2), as applicable.

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XML Securities, LLC (A Limited Liability Company) Financial Statements for the Year Ended December 31, 2023 and Report of Independent Registered Public Accounting Firm

The report is filed in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.

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# Report of Independent Registered Public Accounting Firm

To the Member of XML Securities, LLC:

### Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of XML Securities, LLC (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

The 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 statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risk of material misstatement of the financial statements, 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 the Company's auditor since 2021.

Wolf & Company

Boston, Massachusetts February 26, 2024

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### XML Securities, LLC

## Statement of Financial Condition December 31, 2023

### Assets

.

| Cash<br>Commissions receivable<br>Deposit with clearing broker-dealer<br>Prepaid expenses and other assets | સ્ત્ર | 770,440<br>103,666<br>100,000<br>61,892 |
|------------------------------------------------------------------------------------------------------------|-------|-----------------------------------------|
| Total assets                                                                                               | ക     | 1,035,998                               |
| Liabilities and Member's Equity                                                                            |       |                                         |
| Liabilities:                                                                                               |       |                                         |
| Accounts payable and accrued expenses<br>Due to affiliates<br>Deferred credits from clearing broker-dealer | ક્ક   | 31,005<br>145,496<br>398,340            |
| Total liabilities                                                                                          |       | 574,841                                 |
|                                                                                                            |       |                                         |
| Member's equity                                                                                            |       | 461,157                                 |
| Total liabilities and member's equity                                                                      | ಕ್ಕಾ  | 1,035,998                               |

The accompanying notes are an integral part of these financial statements.

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### 1. Organization and nature of business

XML Securities, LLC (the Company) (formerly known as Lara, May & Associates, LLC) is a wholly owned subsidiary of Focus Operating, LLC (the Member), which is a wholly-owned subsidiary of Focus Financial Partners, LLC (Focus). Focus is a majority-owned subsidiary of Focus Financial Partners, Inc. Focus and its affiliates are referred to herein as the affiliate.

The Company, organized as a Limited Liability Company under the Delaware Limited Liability Company Act (the Delaware Act), is an introducing broker-dealer registered with the Securities and Exchange Commission (SEC). As a limited liability company, the Member's liability is limited to its equity contributions. The Company also is a member of the Financial Industry Authority (FINRA) and is registered with the Municipal Securities Rulemaking Board (MSRB). The Company provides securities brokerage services and sells insurance and annuity products. The Company's principal market area is the metropolitan Washington, DC region.

As an introducing broker-dealer registered with the SEC, the Company operates under the provisions of Paragraph (k)(2)(ii) of Rule 15c3-3 of the Securities Exchange Act of 1934 and, accordingly, is exempt from the remaining provisions of that rule. Essentially, the requirements of Paragraph (k)(2)(ii) provide that the Company clear all transactions on behalf of customers on a fully disclosed basis with a clearing broker-dealer, and promptly transmit all customer funds and securities to the clearing broker-dealer. The clearing broker-dealer carries all of the accounts of the customers and maintains and preserves all related books and records as are customarily kept by a clearing broker-dealer.

## 2. Significant accounting policies

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents:

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company has no cash equivalents at December 31, 2023. At December 31, 2023, the Company had cash on deposit totaling \$507,791 in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC).

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### 2. Significant accounting policies (continued)

to/from the customer. Commission revenues are paid to the Company on settlement date; therefore, a receivable is recognized as of the trade date.

Mutual fund and 12b-1 fees, and insurance:

The Company has entered into contracts with mutual funds or their selling agents and others under which the Company receives selling and distribution commissions resulting from the sale of certain investment products to its customers, including the sale of certain classes of mutual fund shares and variable annuities. The Company has also entered into a contract with its clearing broker-dealer under which the Company receives a share of selling and distribution fees received by the clearing broker-dealer under contracts entered into by the clearing broker-dealer with mutual funds and/or their selling agents. Selling and distribution commissions are paid up front based on a fixed percentage of the share price, the investment product sold, or the value of specified transactions and are recognized at a point in time on the trade or sale date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing for the transaction is agreed upon, and the risks and rewards of ownership have been transferred to/from the customer. A receivable is recognized if the commission is paid to the Company on a date subsequent to the trade date.

Under contracts entered into with mutual funds or their selling agents and others, the Company also receives selling and distribution commissions that are paid over time based on a fixed percentage of the average daily balance of the customer's investment in a fund (12b-1 fees). The Company also has entered into a contract with its clearing broker-dealer under which the Company receives a share of 12b-1 fees received by the clearing broker-dealer under contracts entered into by the clearing broker-dealer. To earn these fees, the Company performs services such as responding to phone inquiries, maintaining records, and providing information to distributors and shareholders. The Company believes the performance obligation is satisfied over time and recognizes revenue associated with 12b-1 fees over the period to which such fees relate. Certain 12b-1 fees are paid to the Company in arrears; therefore, a receivable is recognized for the amount received subsequent to the period to which such fees relate.

### Private placements:

The Company may arrange for the private placement of securities with investors on an agency basis. The Company believes that its performance obligation is satisfied upon the sale of securities to investors and as such this is fulfilled on the closing date of the transaction.

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### 2. Significant accounting policies (continued)

Income taxes:

The Company is a limited liability company and files consolidated tax returns with the Member. The Member has elected to be treated as a partnership for federal and state income tax reporting purposes. Accordingly, no income tax liability or asset has been recorded in the accompanying financial statements since the Member will include the Company's income or loss, whether or not distributed, in its income tax returns.

### Reclassification:

Certain amounts in the statement of cash flows have been reclassified to conform with the current year presentation.

### 3. Related party transactions and commitments

The Company maintains an expense-sharing agreement with Focus under which the Company is required to reimburse Focus for its allocable share of expenses. For the year ended December 31, 2023, Focus allocated \$19,560 of expenses to the Company. Amounts allocated by Focus and charged to the Company have been classified in the accompanying statement of operations within other operating expenses.

Effective February 1, 2019 and further amended as of January 1, 2022, the Company maintains an expense sharing agreement with XML Financial, LLC (XML) under which the Company is required to reimburse XML for its allocable share of expenses, including employee compensation and benefits, and occupancy. For the year ended December 31, 2023, XML allocated \$1,409,075 to the Company which has been classified within the accompanying statement of operations based on the natural classification of the related expenses.

The Company maintains a management, as amended, with Focus. The management agreement shall be perpetual unless its existence is terminated per conditions set forth in the management agreement. The management agreement requires the Company to pay management fees equal to a percentage of earnings, as defined in the management, in excess of specified base amounts. The management fee totaled \$593,250 for the year ended December 31, 2023.

At December 31, 2023, due to affiliates includes \$112,405 due to XML which is not interest bearing and has no specified repayment terms.

### 4. Regulatory requirements

The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), 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 (and the rule of the applicable exchange also provides that equity capital may not be withdrawn or cash dividends paid if the 

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