# SSG CAPITAL ADVISORS, LLC X-17A-5 (2022-03-01) — Broker-dealer annual report - Company: SSG CAPITAL ADVISORS, LLC - Form: X-17A-5 - Filed: 2022-03-01 - Period: 2021-12-31 - Accession: 0001466376-22-000001 - CIK: 1466376 - File #: 8-68292 - Type: Broker-dealer - Material weakness: No - Auditor: Marcum LLP - Auditor location: Philadelphia, PA - Contact: Matthew Karlson - Phone: 610-940-5804 - Signed by: Matthew Karlson (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1466376/000146637622000001/SSGCAAudit2021.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill | SEC FILE NUM BER | | |------------------|--| **1** **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | 0 l I 6 I I J. I
FILI NG FOR THE PERIOD BEGINN ING | ---'-' ~'--'-I ?:,'--1-'-'/ J
=---1 _
A ND ENDING - | | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|--|--|--| | MM/DD/YY | MM/DD/YY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | SS& Qc_pi+aJ .?)Jv /=:(JS, lLC
NAM E m FIRM
: | | | | | | TYPE OF REGISTRANT (check all appli cable boxes):
"¢ Broker-dealer
D Major security-based swap pa
D Secu
rticipant
rity-based swap dealer
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.) | | | | | | (No. and Street) | | | | | | | | | | | | (Sta. | Hi)()~ /Var) (Q
(Zip Code) | | | | | (City) | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | torlscn@ssccc .caY\
G1 o)q4o
-S80c~
(Area Code - Telephone Number)
(Email Address
(Name) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PU BLIC ACCOUNTANT w hose report s are contai ned in this filing* | | | | | | m
are@ | u_p | | | | | (Name - if individual, state last, first, and middle name) | | | | | | IOVJ I /QClQJ p(J I G | PA | | | | | (City)
(Address) | (Zip Code)
(State) | | | | | | | | | | | l"
of Reg;,t,at,oo w;th PCAOB)[;f apphcableJ | {PCAOB Reg,st,atooo Nombec, ff appl;cable 1 | | | | | 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 circumst ances 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. {1}------------------------------------------------ ### **OATH OR AFFIRMATION** I, ma,-ttl"\L\iV p · *K..ar* /501 , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of S S b Cc.Q 1t G J f}dVI ScYS LLC. , as of Tuc.V'<'ib.e.r 3 1 , 2D)I , 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. Commonweilth of Pennsylvania - Notary Seal LORI MICHELE WEXLER - Notary Public **Montgomery** County **My** Commission **Expires** Jun 1, 2023 Commission **Number 1262817** o/c?-0 ?){ .L\J~ Notary Public **Thi~iling\*\* contains (check all applicable boxes): ff** (a) Statement of financial condition. ff(b) Notes to consolidated statement of financial condition . Title: ~ m ed\~ I D\_5 *LJ* f *(Q* C±CY- ~ (c) Statement of income (loss) or, if there is other comprehensive income in the period(sl presented, a st atement of comprehensive income (as defined in§ 210.1-02 of Regulation S-Xl. c:1"1d) Statement of cash flows. 0 (el Statement of changes in stockholders' or partners' or sole proprietor's equ ity. D (fl Statement of changes in liabilities subordinated to claims of creditors. 0" (g) Notes to consolidated financial statements. GY(hl Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable. ~ (il Computation of tangible net worth under 17 CFR 240.18a-2. 0 (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. D (kl Computation for determination of secu rity-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 (ml Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. D (nl Information relating to possession or control requirements for security-based swap customers under 17 CFR ,..).40.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. 121" (ol Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net - worth under 17 CFR 240.15c3-l, 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. - 0 (q) Oat h or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. D (rl Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as appl icable. - g-"' (sl Exem ption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ~ (tl Independent public accountant's report based on an examination of the statement of financial condit ion. - ~ (ul Independent public accountant's report based on an examination of the financia l report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as appl icable. - 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 appl icable. - ~ wl Independent publ ic 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. - ~ xl Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D (yl 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 1 7 CFR 240.18a-7(d)(2}, as applicable.* {2}------------------------------------------------ # FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION FOR THE YEAR ENDED DECEMBER 3 1, 202 l {3}------------------------------------------------ # CONTENTS | | Report of Independent Registered Public Accounting Firm 1-2 | | | |--|--------------------------------------------------------------|--|--| |--|--------------------------------------------------------------|--|--| #### **Financial Statements** | Statement of Financial Condition | 3 | |--------------------------------------|---| | State1nent of Operations | 4 | | Statement of Member's Equity 5 | | | State1nent of Cash Flows
6 | | | Notes to Financial Statements
7-L | O | ### **Supplemental Information** | Computation of Net Capital under Rule 15c3-I
Schedule I -
of the Securities and Exchange Commission I I | | |-------------------------------------------------------------------------------------------------------------------------------------------------|--| | Computation for Determination of Reserve Requirements
Schedule [I -
under Rule l 5c3-3 of the Securities and Exchange Commission l 2 | | | Schedule Ill -
Information Relating to Possession or Control Requirements
under Rule 15c3-3 of the Securities and Exchange Commission 13 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Managing Directors of **SSG Capital Advisors, LLC** ### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of SSG Capital Advisors, LLC (the "Company") as of December 31, 202 1, the related statements of operations, changes in member's eq uity and cash flows for the year then ended, and the related notes ( collectively referred to as the financial statements). In our opinion, the financial statements present fa irly, in all material respects, the financial position of the Company as of December 31 , 202 1, and the resu lts of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements 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 th e audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As pati of our audit we are required to obtain an understanding of internal control over financial repo1iing but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial repo1iing. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks 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 foiancial statements. We believe that our audit provides a reasonable basis for our op1111on. {5}------------------------------------------------ #### **Supplemental Information** The supplemental information contained in Schedules I, II and **111** (the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with J 7 C.F.R. §240. I 7a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2009. Philadelphia, PA February 28, 2022 {6}------------------------------------------------ # STATEMENT OF FINANCIAL CONDITION # DECEMBER 31, 202 1 | Assets | | |-------------------------------------------------------------------|-------------------------| | Cash and cash equivalents
Accounts Receivable | 309,752
\$
17 515 | | Total Assets | \$ 327,267 | | Liabilities and Member's Equity | | | Due to SSG Advisors, LLC
Accounts payable and accrued expenses | 44,000
\$
5 195 | | Total Liabilities | 49 195 | | Member's Equity | 278,072 | | Total Liabilities and Member's Equity | \$
327,267 | {7}------------------------------------------------ ### STATEMENT OF OPERATIONS ### FOR THE YEAR ENDED DECEMBER 31 , 2021 | Revenue
Fee income | \$
0 | |------------------------------------------------------------------|------------------| | Expenses | | | Service fees -
SSG Advisors, LLC
Regulatory and other fees | 528,000
7,345 | | Other | 8,505 | | Total Expenses | (543,850) | | Loss from Operations | (543,850) | | Interest Income | 68 | | | | | Net Loss | (\$543,782) | {8}------------------------------------------------ ### STATEMENT OF MEMBER'S EQUITY ### FOR THE YEAR ENDED DECEMBER 31, 202 1 | Beginning of year
Balance - | \$47
1,854 | |--------------------------------|---------------| | Net Loss | (543,782) | | Contributions | 350,000 | | Distributions | 0 | | Balance -
End of year | \$278,072 | {9}------------------------------------------------ ### STATEMENT OF CASH FLOWS # FOR THE YEAR ENDED DECEMBER 3 1, 202 1 | Cash Flows From Operating Activities
Net Loss
Adjustments to reconcile net loss to net
cash used in operating activities: | (\$543,782) | |------------------------------------------------------------------------------------------------------------------------------------|-------------------| | Changes in assets and li
abilities:
Accounts receivable
Accounts payable and accrued expenses and due to affiliates | 207,485
43,070 | | Net Cash Used in Operating Activities | (293,227) | | Cash Flows From Financing Activities
Contributions
Distributions | 300,000
0 | | Net Cash Provided by Financing Activities | 300,000 | | Net Increase in Cash and Cash Equivalents | 6,773 | | Beginning of year
Cash and Cash Equivalents - | 302,979 | | End of year
Cash and Cash Equivalents - | \$ 309.752 | **Non-Cash Supplemental Disclosure** Note: A \$50,000 accounts payable due to the Company's Affiliate was contributed to Equity. {10}------------------------------------------------ ### NOTES TO FrNANCIAL STATEMENTS # FOR THE YEAR ENDED DECEMBER 3 1, 2021 # **NOTE 1- NATURE OF BUSINESS** SSG Capital Advisors, LLC (the "Company"), which is wholly-owned by SSG Holdings, LLC (the "Parent"), is an investment banking firm specializing in advising middle market businesses in special situations, mergers and acquisitions, private placements of debt and equity, financial restructurings and valuation analysis. The Company was approved to be registered as a broker-dealer with the Financial Industry Regulatory Authority ("FfNRA"), effective April 7, 2010. The Parent provides capital contributions for the operation of the Company as necessary. The Company had \$0 revenue and a loss of \$543,782 in fiscal year 202 1, a significant portion of which any service fees paid to the affiliate. The Parent and affiliate companies have adequate capital resources for ongoing operations. The Parent's non-securities investment banking business is transacted in SSG Advisors, LLC (the "Affiliate"). SSG Advisors, LLC is also wholly owned by SSG Holdings, LLC. ln March 2020, the World Health Organization declared the outbreak of a novel corona virus (COVID-19) as a pandemic. Since that time, the disease has continued to spread globally. While the disruption of the global economy is currently expected to be temporary, there is unce1tainty around the duration of the pandemic. Therefore, the effects of the pandemic upon the Company's business, financial position, results of operations and cash flows cannot be reasonably estimated at this time. ### **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ### **REVENUE RECOGNITION** The Company accounts for revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The Company typically enters into contracts with clients calling for periodic retainer fees to be paid during the term of the arrangement and a success fee to be paid out once the merger, acquisition, sale, restructuring, or financing (the "Transaction") is completed. Following the specified monthly term, the contract can generally be terminated by either party without penalty and all retainers and monthly fees are nonrefundable. This Transaction fee is typically based on a percentage of the total value of the Transaction, although in certain cases it may be a flat fee. At times, the Company is paid ce1tain success fees, subsequent to the date the Transaction is completed, such as when its clients receive contingent earn-out payments. The variable consideration relating to success fees is recognized as revenue when it is probable that a significant revenue reversal will not occur. The Company's services within its contract represent a single performance obligation as all activities to be performed within the context of the contract are inputs to the combined output of performing advisory services that may result in a Transaction. The Company recognizes revenue over time on a time elapsed method for those contracts that provide evidence that the customer is receiving benefits for services performed. {11}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS ### FOR THE YEAR ENDED DECEMBER 3 1, 202 1 #### **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES {CONTINUED)** #### **REVENUE RECOGNITION {CONTINUED)** The Company recognizes a contract asset for costs to fu lfill a contract when commissions are paid to representatives based on the rece ipt of contract retainer payments. These amounts will be expensed when the related performance obligation is satisfied. There were no contract assets or I iabi I ities as of December 31, 202 1. #### **CASH AND CASH EQUIVALENTS** Cash and cash equiva lents consist of cash and a money market account. #### **ACCOUNTS RECEIVABLE, NET** Accounts receivable are recorded when the Company has an unconditional right to payment. The carrying value of the Company's accounts receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company estimates its allowance for doubtful accounts based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific balances may be impaired, further consideration is given to the collectability of those balances and the a llowance is adj usted accordingly. Past-due receivable balances are written off when the Company has exhausted collection efforts and have been unsuccessful in collecting the amount due. No a llowance for doubtful accounts was necessary in 202 1. #### **INCOME TAXES** The Company is not subject to income taxes at the federa l and state levels. The Member is responsible for the tax liability, if any, related to its proportionate share of the Company's taxab le income. Accordingly, no provision for income taxes is reflected in the accompanying financial statements. The Company is a pass-through entity and the Member has concluded there are no uncertain tax positions that wou ld require recognition in the financial statements. If the Company were to incur an income tax liability in the future, interest o n any income tax liability wou ld be reported as interest expense and penalties on any income tax li ability would be reported as income taxes. The Member's conclusions regarding uncertain tax positions may be subj ect to revi ew and adj ustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as we ll as other factors. Genera ll y, tax authorities may examine the Company's tax returns for three {12}------------------------------------------------ ### NOTES TO FINANCIAL STATEMENTS ### FOR THE YEAR ENDED DECEMBER 31, 202 1 #### **NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **INCOME TAXES (CONTINUED}** years from the date of filing and the current and prior three years rema111 subject to examination as of December 3 1, 2021. ### **USE OF EST/MA TES** The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabiliti es at the date of the financial statements and the repotted amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. ### **CONCENTRA T/ONS OF CREDIT RISK** Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to certain limits. The Company maintains cash and cash eq ui valents with a bank that at times exceeds applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high-quality financial institutions. The Company has not experienced losses in such accounts. #### **SUBSEQUENT EVENTS** Management evaluated subsequent events occurring through the financial statement issuance date and determined that there were no other events or transactions occurring that require recognition or disclosure in the financial statements. # **NOTE 3- RELATED PARTY TRANSACTIONS** The Company has an expense sharing agreement with its affiliate, SSG Advisors, LLC. The Company pays a monthly service fee to the affiliate for its portion of estimated and allocable indirect operating expenses (including payroll, rent, office supplies, computer and other operating expenses). During the year ended December 31 , 202 1, the Company incurred service fees of \$528,000. The Company has a payable of \$44,000 due to SSG Advisors, LLC at December 3 1, 2021. {13}------------------------------------------------ ### NOTES TO FfNANCIAL STATEMENTS ### FOR THE YEAR ENDED DECEMBER 3 1, 202 1 #### **NOTE 4-NET CAPITAL REQUIREMENTS** The Company is required to compute net capital in accordance with Securities and Exchange Commission (" SEC") Rule 15c3-I , which requires the maintenance of minimum net capital the greater of \$5,000 or 6 2/3% of aggregate indebtedness. As of December 3 1, 2021 , the Company had net capital of \$260, 156 which was \$254, 156 in excess of the required net capital of \$5,000. The ratio of aggregate indebtedness to net capital was 18.91 % as of December 3 I, 202 1 . ### **NOTE 5** - **MAJOR C LIENTS** The Company had one client representing I 00% of accounts receivable. {14}------------------------------------------------ ### SCHEDULE I - COM PUTATION OF NET CAPITAL UNDER RULE 15c3-I OF THE SECURITIES AND EXCHANGE COMM ISSION | DECEMBER 3
1, 202
1 | | |---------------------------------------------------------------------------------------------------------------------|----------------------------| | SCHEDULE I
NET CAPITAL | | | Total member's equity
Less:
Non-a
llowable assets | \$
278,072
(I 7,916) | | Net capital | \$ 260.
I 56 | | AGGREGATE INDEBTEDNESS | | | Items included in statement of financia
l condition:
Accrued expenses and other liabilities | \$
49.195 | | Total aggregate indebtedness | \$
49,
195 | | COMPUTATION OF BASIC NET CAPITAL REQU
IREMENT | | | Minimum net capital required | \$
5,000 | | Excess net capital | \$ 255,
156 | | Net capital less greater of I 0% of aggregate indebtedness or 120%
of minimum dollar net capita
l requirement | \$ 254,
156 | | Percentage of Aggregate indebtedness to net capital | 18.91
% | | | | RECONCILIATION WITH COMPANY'S COMPUTATION The only difference between the preceding computation and the Company's corresponding unaudited Part **ll** of Form X-17 A-5 as of December 3 1, 202 1, is an accounting fee adjustment of \$30,000. This change increased previo usly repo11ed net capital from \$230, 156 to \$260, l 56. *See report of independent registered public accounting firm.* {15}------------------------------------------------ # SCHEDULE II - COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE l 5c3-3 OF THE SECURITIES AND EXCHANGE COMMlSSlON ### DECEMBER 31, 202 1 #### SCHEDULE II This is not applicable as the Company does not hold customer funds and securities. The Firm will not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073. *See report of independent registered public accounting firm.* {16}------------------------------------------------ # SCHEDULE Ill - INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION ### DECEMBER 3 I, 2021 #### SCHEDULE Ill This is not applicable as the Company does not hold customer funds and securities. The Firm wi ll not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073. *See report of independent registered public accounting firm.* {17}------------------------------------------------ # SSG CAPITAL ADVISORS, LLC BROKER DEALERS ANNUAL EXEMPTION REPORT FOR THE YEAR ENDED DECEMBER 31 , 2021 {18}------------------------------------------------ # CONTENTS | Independent Accountants' Review Report | | |--------------------------------------------------------------------|-----------| | | 1 | | Broker Dealers Annual Exemption Report






|
2
| {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Manag ing Directors of SSG Capita l Advisors, LLC We have reviewed management's statements, included in the accompanying SSG Capital Advisors, LLC Broker Dealers Annual Exemption Repo1t, in which (I) SSG Capital Advisors, LLC (the "Company") did not c laim an exemption under paragraph (k) of 17 C.F.R. §240. I 5c3- 3, and (2) the Company is filing this Broker Dealers Annual Exemption Report re lying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240. l 7a-5 because the Company limits its business activities exclusively to receiving transaction based compensation for identifyi ng potential merger and acquisition oppo1tunities for clients. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly tran smitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via s ubscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not cany PAB accounts (as defined in Rule I 5c3-3) throughout the most recent fiscal year without exception. SSG Capital Advisors, LLC's management is responsible for compliance with the exemption prov isions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about SSG Capital Advisors, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an op inion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for th em to be fairly stated, in a ll material respects, based upon the Company 's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240. **l** 7a-5, and related SEC Staff Frequently Asked Questions. Philadelphia, PA Februa1y 28, 2022 MARCUM GROUP MEMBER {20}------------------------------------------------ # BROKER DEALERS ANNUAL EXEMPTION REPORT # YEAR ENDED DECEMBER 31 , 2021 **SSG Capital Advisors, LLC** (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240. l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. §240. 15c3-3, and - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240. l 7a-5 because the Company limits its business activities exclusively to receiving transaction based compensation for identifying potential merger and acquisition oppo1tunities for clients; and the Company ( **1)** did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not cany accounts of or for customers; and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. SSG Capital Advisors, LLC I, Matthew Karlson, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. **By:** ~ /. **V----** **Title: Managing Director** {21}------------------------------------------------ | SIPC-7 | | |--------|--| | | | I L SECURITIES INVESTOR PROTECTION CORPORATION Mail Code: 8967 P.O. Box 7247 Philadelphia, PA 19170-0001 **SIPC-7** (36-REV 12/18) **General Assessment Reconciliation** (36-REV 12/18) For the l iscal year ended **Dec\_ 31,** 2021\_ (Read carel ully the instructions in your Working Copy belore completing this Form) ### **TO BE FILED BY ALL SIPC MEMBERS WITH FISCAL YEAR ENDINGS** I 1. Name of Member, address , Designated Examining Autho rity, 1934 Act reg istration no. and month in which fiscal year ends fo r purposes of the audit req uirement of SEC Ru le 1 ?a-5: > SSG Capital Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Note: If any of the information shown on the mailing label requires correction, please e-mail any corrections to form@sipc.org and so indicate on the form filed. \_J Name and telephone number of person to contact respecting this form. Matthew Karlson 610-940-5804 | | 2. A. | General Assessme nt (i tem 2e from page 2) | | 0
\$ | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|--------------|--|--|--| | | B. | Less payment made with SIPC-6 fi led (exclude interest)
7/29/21 | | 0 | | | | | | | Date Paid | | | | | | | | C. | Less prior overpayment appl ied | | | | | | | | D. | Assessment balance du e or (overpayment) | | | | | | | | E. | Interest computed on late payment (see instr uction E) for ______ days at 20% per annum | | | | | | | | | F. Total assessment balance and interest due (o r ove rpayment carried forward) | __________
\$
_ | | | | | | | | D
G. PAYMENT:
'Y the box
Check mailed to P.O. Bo x
Funds Wired
Total (must be same as F above) | q
D
--
--------
ACH
- | | | | | | | | H. Overpaymen t carried fo rward | | | | | | | | | The SIPC member submitting th is form and th e
person by whom it is executed represent thereby
that all info rmation contained herein is true, correct
an d complete.
~
Dated the _l _· _ day of {Y)Gf ch
'20 J.1 .
~ | Managing Director | | | | | | (Tille)
This form and the assessment payment is due 60 days after the end of the fiscal year. Retain the Working Copy of this form
for a period of not less than 6 years , the latest 2 years in an easily accessible place. | | | | | | | | | LU
3:
LU
>
LU
0:::: | | a: Dates:
Rece ived
Post marked | Reviewed | | | | | | | | Calcu lations | Docume ntation | Forward Copy | | | | | | | c:> Exceptions: | | | | | | | c | | en Disposition of exceptions: | | | | | | | | 1 | | | | | | | {22}------------------------------------------------ # **DETERMINATION OF "SIPC NET OPERATING REV ENUES" AND GENERAL ASSESSMENT** | | beginning
and ending | Amounts for the fiscal period
I/ I
/ c?:I
1,1 I 31 /JI | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|-----------------------------------------------------------------| | | | Eli minate cents | | Item No.
2a. Total revenue {FOCUS Line 12/Part IIA Line 9, Code 4030) | \$ | ____ a ___
_ _ | | 2b. Additions:
(1) Total revenues from the securities business of subsidiaries {except foreign subsidiaries) and
predecessors not included above. | | | | (2) Net loss from principal transactions in securities in trad ing accounts. | | | | (3) Net loss from principal transactions in commodities in trading accounts. | | | | (4) Interest and dividend expense deducted in determining item 2a. | | | | (5) Net loss from management of or participation in the underwriting or distribution of securities . | | | | (6) Expenses other than advertising, printing, registration fees and legal fees deducted in determining net
profit from management of or participation in underwriting or distributi on of securities. | | | | (7) Net loss from securities in investment accounts. | | | | Total additions | | | | 2c. Deductions:
(1) Revenues from the distribution of shares of a registered open end investment company or unit
investment trust, fro m the sale of variable annuities, from the business of insurance, from investment
advisory services rendered to registered investment companies or insurance company separate
accounts, and from transactions in security futures products. | | | | (2) Revenues from commodity transactions. | | | | (3) Comm iss ions, floor brokerage and clearance paid to other SIPC members in connection with
securities transactions. | | | | (4) Reimbursements for postage in connection with proxy solicitation. | | | | (5) Net gain from securities in investment accounts. | | | | (6) 100% of commissions and markups earned from transactions in (i) certificates of deposit and
(ii) Treasury bills, bankers acceptances or commercial paper that mature nine months or less
from issuance date. | | | | (7) Direct expenses of printing advertising and legal fees incurred in connection with other revenue
related lo the secu ri ties business (revenue defined by Section 16(9)(L) of the Act). | | | | (8) Other revenue not related either directly or indirectly to the securities business.
(See Instruction C): | | | | (Deductions in excess of \$100,000 require documentation) | | | | (9) (i) Total interest and dividend expense (FOCUS Line 22/PAR T IIA Line 13,
__________
Code 4075 plus line 2b(4) above) but not in excess
of total interest and dividend income.
\$
_ | | | | __________
(ii) 40% of margin interest earned on customers securities
accounts (40% of FOCUS line 5, Code 3960).
\$
_ | | | | Enter the greater of line (i) or {ii) | | | | Total deductions | | | | 2d. SIPC Net Operating Revenues | \$ | 0
========
=
= | | 2e . General Assessment@ .0015 | | 0
\$==========
(to page 1, line 2.A.) | Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.