# WHITEHALL CAPITAL MARKETS LLC X-17A-5 (2021-03-29) — Broker-dealer annual report

- Company: WHITEHALL CAPITAL MARKETS LLC
- Form: X-17A-5
- Filed: 2021-03-29
- Period: 2020-12-31
- Accession: 0001527875-21-000001
- CIK: 1527875
- File #: 8-68936
- Material weakness: No
- Auditor: WithumSmith & Brown, PC
- Auditor location: Whippany, NJ
- Contact: Timothy Page
- Phone: 212-205-1399
- Signed by: Timothy Page (Managing Director)

Original filing: https://www.sec.gov/Archives/edgar/data/1527875/000152787521000001/WHCA20s2.pdf

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UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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8-66276

I SEC FILE NUMBER I

#### **ANNUAL AUDITED REPORT FORM X-17A-5 PART III**

#### **FACING PAGE**

**Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** 

| REPORT FOR THE PERIOD BEGINNING                                                                                                 | ---------<br>0 1/01 /20<br>MM/DD NY                    | AND ENDING    | 12/31/20<br>MM/DDNY            |  |  |
|---------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|---------------|--------------------------------|--|--|
| A. REGISTRANT lDENTlFICA TION                                                                                                   |                                                        |               |                                |  |  |
| NAME OF BROKER -<br>DEALER:                                                                                                     |                                                        |               |                                |  |  |
| Whitehall Capital Markets LLC                                                                                                   |                                                        |               | OFFICIAL USE ONLY              |  |  |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)                                                               |                                                        |               | FIRM ID. NO.                   |  |  |
|                                                                                                                                 | 280 Park A venue I 5th Floor<br>(No. and Street)       |               |                                |  |  |
| New York                                                                                                                        | NY                                                     |               | 10017                          |  |  |
| (City)                                                                                                                          | (State)                                                |               | (Zip Code)                     |  |  |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO nns REPORT<br>Timothy Page                                          |                                                        |               | (2 I 2) 205-1399               |  |  |
|                                                                                                                                 |                                                        |               | (Area Code -<br>Telephone No.) |  |  |
|                                                                                                                                 | B. ACCOUNTANT IDENTIFICATION                           |               |                                |  |  |
| INDEPENDENT PUBLIC ACCO                                                                                                         | UNTANT whose opinion is conlained in lhis Report*      |               |                                |  |  |
|                                                                                                                                 | WithumSmith + Brown PC                                 |               |                                |  |  |
|                                                                                                                                 | (Name - if individual, state last, first, middle name) |               |                                |  |  |
| 200 Jefferson Park, Suite 400<br>(Address)                                                                                      | Whippany<br>(City)                                     | NJ<br>(State) | 07981-1070<br>(Zip Code)       |  |  |
| CHECK ONE:                                                                                                                      |                                                        |               |                                |  |  |
| [!] Certified Public Accountant                                                                                                 |                                                        |               |                                |  |  |
| D<br>Public Accountant                                                                                                          |                                                        |               |                                |  |  |
| D<br>Accountant not resident in United States or any of its possessions.                                                        |                                                        |               |                                |  |  |
|                                                                                                                                 | FOR OFFICIAL USE ONLY                                  |               |                                |  |  |
|                                                                                                                                 |                                                        |               |                                |  |  |
| *Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant |                                                        |               |                                |  |  |

*must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See section 240.* J *7a-5(e)(2).SEC* 1410 (3-91)

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Statement of Financial Condition and Report of Independent Registered Public Accounting Firm Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2020

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## **TABLE OF CONTENTS**

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

- [x] Independent Auditors' Report.
- [x] Facing Page.
- [x] Statement of Financial Condition.
- [ ] Statement of Operations.
- [ ] Statement of Changes in Member's Equity.
- [ ] Statement of Cash Flows.
- [ ] Statement of Changes in Liabilities Subordinated to Claims of General Creditors (not applicable).
- [ ] Computation ofNet Capital for Brokers and Dealers Pursuant to Rule 15c3-1 under the Securities Exchange Act of l 934.
- [ ] Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934.
- [ ] Information Relating to the Possession or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 (not applicable).
- [ ] A Reconciliation, including appropriate explanations, of the Computation of Net Capital Pursuant to Rule 15c3-1 (included with item (g)) and the Computation for Detennination of Reserve Requirements Under Rule 15c3~3 (included in item (g)).
- [ ] A Reconciliation Between the Audited and Unaudited Statements of Financial Condition With Respect to Methods of Consolidation (not applicable).
- [x] An Affirmation.
- [ ] A copy of the SIPC Supplemental Report.
- [ ] A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit (Supplemental Report on Internal Control).
- [ ] Report of Independent Registered Public Accounting Firm regarding Rule l 5c3-3 exemption report.
- [ ] Management Statement Regarding Compliance with the Exemption Provisions for SEC Rule 15c3-3
- \*\* *For conditions of confidential treatment of certain portions of this filing, see section 240.* J *7a-5(e)(3).*

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#### AFFIRMATION

I, Timothy Page, affirm that, to the best of my knowledge and belief, the accompanying financial statements and supplemental schedules pertaining to Whitehall Capital Markets LLC for the period ended December 31, 2020, arc true and correct. 1 further affirm that neither the Compan.y nor any officer OF director has any proprietary int-eFcst in any account classified solely as **that of a** customer.

**Managing Director**  Title

Subscribed and sworn to before me

USASUCHIT Notary Public - State of New York NO.01SU6360628 Qualified in Queen; County My Commission Expires Jun 26. 2021

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#### NEW YORK ALL•PURPOSE ACKNOWLEDGMENT

**REAL PROPERTY LAW §309-a** 

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| Slgnatu,-e of Notary Pub/le<br>State of New York<br>Notary Public -                                                                                                                                                                                                                                                                                                                      |                                              |  |  |  |
| Place Seal Below<br>Complete Lines Below<br>OR                                                                                                                                                                                                                                                                                                                                           |                                              |  |  |  |
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| Name of Notary<br>LISA SUCHIT                                                                                                                                                                                                                                                                                                                                                            |                                              |  |  |  |
| Notary Public - State of New York<br>NO. 01SU6360628<br>•<br>Qualified in Queens County<br>MyCommi5sion Expires Jun 26. 2021                                                                                                                                                                                                                                                             | Name of County In Which Orlglna/ly Qualified |  |  |  |
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| Name of County In Which Certificate of Official<br>Character Flied (If required}                                                                                                                                                                                                                                                                                                         |                                              |  |  |  |
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C•2017 National Notary Association

Ml304-15 (09/17)

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![](_page_5_Picture_0.jpeg)

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Managing Member of Whitehall Capital Markets LLC

#### **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition of Whitehall Capital Markets LLC (the "Company") as of December 31 , 2020, 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, 2020, 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 this 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 served as the Company's auditor since 2014.

March 26, 2021

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## **Statement of Financial Condition December 31, 2020**

| Assets                                                 |               |
|--------------------------------------------------------|---------------|
| Cash                                                   | \$<br>83,439  |
| Accounts receivable                                    | 500,000       |
| Other assets                                           | 21,859        |
| Total assets                                           | \$<br>605,298 |
| Liabilities and Member's Equity                        |               |
| accounts payable and accrued expenses<br>Liabilities - | \$<br>57,079  |
| Member's equity                                        | 548,219       |
| Total liabilities and member's equity                  | \$<br>605,298 |

The accompanying notes are an integral part of this financial statement.

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## **Notes to Financial Statement December 31, 2020**

#### **1. Organization and Business**

Whitehall Capital Markets LLC (the "Company) is a limited liability company organized under the laws of the state of Delaware. The Company is a wholly-owned subsidiary of Whitehall & Company LLC (the "Member"). 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's operations consist primarily of earning fee income by providing investment banking services associated with Mergers and Acquisitions, Advisory Assignments, Debt, and Equity Placements.

#### **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 could affect the reported amounts and disclosures. Accordingly, actual results could differ from these estimates.

#### **Contract Assets and Liabilities**

The Company had no accounts receivables at January 1, 2020 and it bas accounts receivable of \$500,000 at December 31, 2020.

The Company had no contract assets or liabilities at January l , 2020 and at December 31 , 2020.

#### **Income Taxes**

The Company is a single member limited liability company and is treated as a disregarded entity for income tax reporting purposes. The Internal Revenue Code provides that any income or loss is passed through to the ultimate beneficial individual members for federal, state and certain local income taxes.

At December 31, 2020, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination is subject to ongoing reevaluation as facts and circumstances may require.

#### **Allowance for Credit Losses**

Effective January 1, 2020, the Company adopted ASC 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 accounting update, the Company could determine there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the client).

The Company identified accounts receivable as impacted by the new guidance. ASC 326 specifies that the Company adopt the new guidance prospectively by means of a cumulative-effect

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## **Notes to Financial Statement December 31, 2020**

adjustment to the opening member's equity as of January 1, 2020. The Company recognized no adjustment upon adoption.

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. The Company's expectation is that the credit risk associated with fees and other receivables is not significant. Accordingly, the Company has not provided an allowance for credit losses at December 31, 2020.

#### **3. Concentrations of Credit Risk**

During the year ended December 3 I, 2020, 94% of the Company's revenue was from one client, with the remaining 6% of revenue from one other client.

The Company maintains its cash balances at two financial institutions which at times may exceed federal limits. The Company does not regard itself to be at any risk with respect to its cash balances.

#### **4. Transactions with related parties**

The Company maintains an administrative services agreement with its Member whereby the Member is to provide office and administrative services. This automatically renewable one year agreement provides for a monthly expense charge of \$49, 153. In August of 2020, the agreement was amended such that the Company is charged a monthly expense amount of \$33,838.

During the year ended December 31, 2020, the Member forgave \$365,802 that was owed to it by the Company. Such forgiveness was treated as capital contributions to the Company.

All transactions with related parties are settled in the normal course of business. The terms of any of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties.

As of December 31, 2020, there was no payable to or receivable from the Member under the administrative services agreement.

#### **5. Regulatory Requirements**

The Company is subject to the SEC Uniform Net Capital Rule I 5c3-1 under the Securities Exchange Act of 1934, 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 I. At December 31, 2020, the Company had net capital of approximately \$26,000, which exceeded the required net capital by approximately \$21,000.

The Company does not handle cash or securities on behalf of customers. Accordingly, it is not affected by SEC Rule 15c3-3.

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## **Notes to Financial Statement December 31, 2020**

#### **6. COVID**

During the 2020 calendar year, the World Health Organization has declared COVID-19 to constitute a "Public Health Emergency of lntemational Concern". This pandemic has disrupted economic markets and the economic impact, duration and spread of the COVID-19 virus is uncertain at this time. The financial performance of the Company is subject to future developments related to the COVTD-19 outbreak and possible government advisories and restrictions placed on the financial markets and business activities. The impact on financial markets and the overall economy, all of which are highly uncertain, cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company 's results may be materially affected. The financial statements do not include any adjustments that might result fi-om the outcome of this uncertainty.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
