# SPURRIER CAPITAL PARTNERS LLC X-17A-5 (2022-03-23) — Broker-dealer annual report - Company: SPURRIER CAPITAL PARTNERS LLC - Form: X-17A-5 - Filed: 2022-03-23 - Period: 2021-12-31 - Accession: 0001621966-22-000001 - CIK: 1621966 - File #: 8-69540 - Type: Broker-dealer - Material weakness: No - Auditor: RAPHAEL GOLDBERG NIKPOUR COHEN & SULLIVAN PLLC - Auditor location: WOODBURY, NY - Contact: Gennaro J. Fulvio - Phone: 2124903113 - Email: jfulvio@fulviollp.com - Website: fulviollp.com - Signed by: Clark Spurrier (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1621966/000162196622000001/spurpub.pdf --- {0}------------------------------------------------ ## SPURRIER CAPITAL PARTNERS LLC ## STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 PUBLIC {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART Ill** SEC FILE NUMBER 8-69540 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 **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 | 01/01/2021
MM/DD/VY | AND ENDING | __
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1._.2.u/3_1 12,0,2._.1
MM/DD/VY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | __
NAME OF FIRM: | S_P_U_R_R_IE_R_C_A_P_IT_A_L_P_A_R_T_N_E_R_S:, _L_LC | | _________
_ | | | | | TYPE OF REGISTRANT (check all applicable boxes):
l:29 Broker-dealer
□ Security-based swap dealer
D Check here if respondent is also an OTC derivatives dealer | | | □ Major security-based swap participant | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 505 PARK AVENUE, 16th FLOOR | (No. and Street) | | | | | | | NEW YORK | NY | | 10170 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | GENNARO J. FULVIO | (212) 490-3113 | JFULVIO@FULVIOLLP.COM | | | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | RAPHAEL GOLDBERG NIKPOUR COHEN & SULLIVAN - CERTIFIED PUBLIC ACCOUNTANTS PLLC | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 97 EBQEHI !CH FARM BQI II EVARD
(Address) | WQQDB\IBY
(City) | NY
(State) | 11797
(Zip Code) | | | | | 02/23/2010 | | 5028 | | | | | | rte
of R,g;ma,;oa with PCAOB)ltt appUcableJ | FOR OFFICIAL USE ONLY
(PCAOB Reg;strat;oa N,mbe,, ;f appUrabl•J | | I | | | | | | | | | | | | | | | | | | | | \* 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-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.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | CLARK SPURRIER
I, | swear (or affirm) that, to the best of my knowledge and belief, the | | |---------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|---------| | financial report pertaining to the firm of | SPURRIER CAPITAL PARTNERS. LLC | • as of | | DECEMBER 31 | , 2Qgj_, 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.
NETT
DAVID BAR | | | NOTARY PUBLIC-STATE OF NEW YORK **No. 01BA6399087** Qualified in **New** York County . My Commission Expires 10-15-2023 *j/7/1~* Title: C Notary Public ## **This filing\*\* contains (check all applicable boxes):** - [i] {a) Statement of financial condition. - ~ {bl Notes to consolidated statement of financial condition. - D {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 {d) Statement of cash flows. - D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D {fl Statement of changes in liabilities subordinated to claims of creditors. - D {g) Notes to consolidated financial statements. - D {h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable. - D {i) Computation of tangible net worth under 17 CFR 240.18a-2. - D {j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D {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. - D {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. - D (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. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth uhder 17 CFR 240.15c3-1, 17 CFR 240.18a-1, 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. - [ii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - !Kl (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - 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 applicable. - D (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. - D (x} Supplemental reports on applying agreed-upon procedures,. in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D (y) 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 17 CFR 240.18a-7{d)(2), as applicable. {3}------------------------------------------------ #### SPURRIER CAPITAL PARTNERS LLC | CONTENTS | | | |----------------------------------|------|--| | SECTION I | PAGE | | | INDEPENDENT AUDITORS' REPORT | 1 | | | STATEMENT OF FINANCIAL CONDITION | 2 | | | NOTES TO FINANCIAL STATEMENT | 3-5 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Mark C. Goldberg, CPA Mark Raphael, CPA Floria Samii-Nikpour, CPA Allan B. Cohen, CPA Michael R. Sullivan, CPA Anita C. Jacobsen, CPA Founding Partner: Melvin Goldberg, CPA #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Spurrier Capital Partners LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Spurrier Capital Partners LLC (the "Company") (a limited liability company), as of December 31, 2021, and the related notes to the financial statement. In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Spurrier Capital Partners LLC as of December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC We have served as the Company's auditors since 2021 Woodbury, New York March 15, 2022 {5}------------------------------------------------ # SPURRIER CAPITAL PARTNERS LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 #### ASSETS | Cash and cash equivalents | \$
9,022,493 | |-----------------------------------------------------------------|------------------| | Furniture and equipment, and capitalized web site costs (net of | | | accumulated depreciation and amortization of \$1,296,304) | 62,030 | | Accounts receivable and other assets | 331,933 | | Right of use lease asset | 3,152,768 | | Security deposit | 347,948 | | | \$ | | TOTAL ASSETS | 12 917,172 | | | | | LIABILITIES & MEMBER'S EQUITY | | | LIABILITIES | | | Accrued expenses and other liabilities | \$
367,473 | | Deferred income | 198,547 | | Lease obligation | 3,249,637 | | TOT AL LIABILITIES | 3,815,657 | | | | | MEMBER'S EQUITY | 9,101
,515 | | | | | | \$
12,917,172 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | | The accompanying notes are an integral part of this statement. {6}------------------------------------------------ ## SPURRIER CAPITAL PARTNERS LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 #### 1. NOTES ON SIGNIFICANT BUSINESS ACTIVITIES Spurrier Capital Partners LLC, (the "Company") was organized under the Limited Liability Company Laws of the State of New York in May 2009. The Company is a registered broker-dealer with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA"). The principal source of the Company's income is through investment advisory services and private placements of securities. #### 2. SIGNIFICANT ACCOUNTING POLICIES The Company recognizes revenue depict the transfers of goods and services. The guidance requires an entity to follow a five steps model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, ( c) determine the transaction price, ( d) allocate the transaction price to performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation in accordance with ASC Topic 606. The Company enters into arrangements with individual customers or pooled investment vehicles to transact in private placements. The Company ensure customer filly remitted into escrow. The Company will receive placement fees on these transactions. The Company believes that its performance obligation is the transaction of securities to investors and recognizes revenues in accordance with the provisions of the respective agreements. The Company recognizes advisory revenues in accordance with the provisions of the respective agreements. The Company maintains cash and cash equivalents with financial institutions. Funds deposited with a single bank are insured up to \$250,000 in the aggregate by the Federal Deposit Insurance Corporation ("FDIC"). Cash deposited with a single brokerage institution are insured up-to \$500,000 per customer, including up to \$250,000 for cash deposits, by the Securities Investor Protection Corp. ("SIPC"). The Company considers all highly liquid instruments purchased with a maturity date of three months or less when purchased to be cash equivalents #### 3. CONCENTRATION OF CREDIT **RISK** Four clients accounted for approximately 75% of investment advisory and private placement revenue for the current year. {7}------------------------------------------------ # SPURRIER CAPITAL PARTNERS LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 ( continued) ## 4. INCOME TAXES The Company is recognized as a Limited Liability Company ( an "LLC") by the Internal Revenue Service. As an LLC, the Company is not subject to income taxes except for New York City Unincorporated Business Tax and New York State payments made pursuant to the recently enacted pass-through entity tax ("PTET"). Participation in NYS PTET is an annual election; the Company did elect to participate in 2021. The Company's income or loss is reportable by its members on their individual tax returns. Uncertain tax positions should be recognized, measured, disclosed and presented in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. The tax years that remain subject to examination are 2018, 2019, 2020 and 2021. For the year ended December 31, 2021 management has determined that there are no material uncertain income tax positions. #### 5. SBALOANS During April 2020, the Company applied for and received a promissory note (the "PPP Loan") evidencing an unsecure loan in the amount of\$373,562, made to the Company pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief, and Economic Security Act (the "CARE Act"), which was enacted March 27, 2020. In September 2021, the Company received notification from Chase Bank that the bank and the Small Business Administration ("SBA") had completed their review and that all principal and interest of \$373,562 under the loan is forgiven in full. This is included in the Other income on the statement of operations for the year ended Decen:iber 31,2021. #### 6. RULE 15C3-3 The Company has no possession or control obligations under SEA Rule 15c3-3 (b) or reserve deposit obligations under SEA Rule 15c3-3(e) because its business is limited to private placements of securities and investment advisory services. #### 7. NET CAPITAL REQUIREMENTS The Company is subject to the Securities and Exchange Commission's Net Capital Rule 15c3-l, 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. At December 31, 2021, the Company had net capital of \$8,359,604 which exceeded the minimum requirement of \$44,193 by \$8,315,411. At December 31, 2021 the Company's ratio of aggregate indebtedness to net capital was 0.79 to 1. {8}------------------------------------------------ # SPURRIER CAPITAL PARTNERS LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 ( continued) #### 8. COMMITMENTS AND CONTINGENCIES The Company leases office space in New York, NY, under a non-cancelable lease agreement. The lease, inclusive of recent term extensions, expires in 2026 -and contains provisions for escalations based on increases in certain costs incurred by the lessor. Future minimum rent payments on the lease are as follows: | 752,320 | |-----------| | 752,320 | | 752,320 | | 752,320 | | 564 240 | | 3,573,520 | | | #### 9. SUBSEQUENT EVENTS The statement of Financial Condition was approved by management and available for issuance on March 15, 2022. Events have been evaluated through that date; no further information is required to be disclosed, except as noted following. The Company has been in discussion with a financial institution interested in purchasing the Company. On March 15, 2022, it was announced that Lincoln International, a leading global investment banking advisory firm, has signed a definitive agreement to acquire the Company. A corona virus ( COVID-19) was first reported in China. In January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. This contagious disease outbreak, which has continued to spread to additional countries, and any related adverse public health developments, could adversely affect the Company's customers, service providers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. More broadly, the outbreak could affect workforces, economies and financial markets globally, potentially leading to an economic downturn. The ultimate impact of the COVID-19 is uncertain. Management continues to monitor the outbreak, however, as of the date of these financial statements the potential impact of such on the Company's business and operations cannot be reasonably estimated. The U.S. enacted the CARES Act which is an economic stimulus package to assist eligible small businesses to cover certain operational costs due to the adverse impact of COVID-19. In addition, the CARES Act included temporary tax law changes to provide additional relief to U.S. businesses and individual taxpayers. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.