# PEACHTREE PC INVESTORS, LLC X-17A-5 (2021-04-30) — Broker-dealer annual report - Company: PEACHTREE PC INVESTORS, LLC - Form: X-17A-5 - Filed: 2021-04-30 - Period: 2020-12-31 - Accession: 0001771233-21-000002 - CIK: 1771233 - File #: 8-70317 - Material weakness: No - Auditor: PKF O'Conner Davies, LLP - Auditor location: New York, NY - Contact: Robert Woomer - Phone: 404-953-4953 - Signed by: Robert Woomer (President) Original filing: https://www.sec.gov/Archives/edgar/data/1771233/000177123321000002/PPCIPublicAudit20.pdf --- {0}------------------------------------------------ **FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FRIM REQUIRED BY SEC RULE 17a‐5** **DECEMBER 31, 2020** {1}------------------------------------------------ # Table of Contents **DECEMBER 31, 2020** | Annual Audited Report Form X‐17a‐5 Part III Facing Page……………………………………………………………………1‐2 | |--------------------------------------------------------------------------------------| | | | Report of Independent Registered Public Accounting Firm…………………………………………………………………3‐4 | | Statement of Financial Condition…………………………………………………………………………………………………………………….5 | | Notes to Financial Statements……………………………………………………………………………………………………………………6‐11 | | | {2}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | | 0MB APPROVAL | | |-------------------------|--------------|------------------| | 0MB Number: | | 3235-0123 | | Expires: | | October 31, 2023 | | stimated average burden | | | | Hours per response | | 12.00 | SEC FILE NUMBER **8- 70317** # ANNUAL AUDITED REPORT FORM X-17A-5 ## PART Ill #### **FACING PAGE** ## **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | | | -- | | |----------------------------|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | 01---'-/-'-01---'-/2_0_2_0 | | /2:::0:.::2-=-
0 | | | | | MM/DDNY | | | | | | | | | | OFFICIAL USE ONLY | | | | | FIRM I.D. NO. | | | | | | | | | | | | | (No. and Street) | | | | | GA | | 30326 | | | (State) | | (Zip Code) | | | | | | | | Robert Woomer | | 404-953-4953
(Area Code - Telephone Number) | | | | | | | | | | | | | | | | | | | | | | | | | | | | New York | NY | 10022 | | | (City) | (State) | (Zip Code) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ___
MMIDDNY | ___
AND ENDING --------'1=2=/3::1:::
A. REGISTRANT IDENTIFICATION
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)
NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
B. ACCOUNTANT IDENTIFCATION
INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report*
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 240.17a-5(e)(2).* > **Potential 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.** {3}------------------------------------------------ ## **OATH OR AFFIRMATION** | I, | Robert Woomer | | | , swear (or affirm) that, to the best of | | |----|-------------------------------------------------------------|------|----|----------------------------------------------------------------------------------------------------------------------------|--| | | | | | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of | | | | Peachtree PC Investors, LLC | | | ------------------------------------------, as | | | | ------------------
of December 31 | , 20 | 20 | -----
, are true and correct. I further swear ( or affinn) that | | | | classified solely as that of a customer, except as follows: | | | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | | | | | | | | | | | | | | | | | | | | Signature | | | | | | | President | | a **NICHOLAS HUDDLESTON** NOTARY PUBLIC Fulton County, Georgia My Commission Expires 12/22/2024 Title This report\*\* contains (check all applicable boxes): Notary Public - ~ (a) Facing page. - ~ (b) Statement of Financial Condition. - **D** (c) Statement oflncome (Loss). - **D** (d) Statement of Changes in Financial Condition. - **D** (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietor's Capital. - □ (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors. - □ (g) Computation of Net Capital. - **0** (h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3. - □ (i) Information Relating to the Possession or Control Requirements under Rule 15c3-3. - **D** (j) A Reconciliation, including appropriate explanation, of the Computation of Net Capital Under Rule 15c3-l and the Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3. - D (k) A Reconciliation between the audited and unaudited statements of Financial Condition with respect to methods of consolidation. - ~ (I) An Oath or Affirmation. - **D** (m) A copy of the SIPC Supplemental Report. - D (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. *\*\*For conditions of confidential treatment of certain portions of this.filing, see section 240.J 7a-5(e)(3).* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **To the Managing Member of Peachtree PC Investors, LLC** ## *Opinion on the Financial Statement* We have audited the accompanying statement of financial condition of Peachtree PC Investors, LLC *(formerly, Peachtree PC Advisors, LLC)* (the "Company") as of December 31, 2020, and the related notes to the statement of financial condition (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* 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 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion {5}------------------------------------------------ ### *Emphasis of a Matter* As more fully described in Notes 1 and 3 to the financial statement, the Company has material transactions with related parties and its future operations may be dependent upon continued support from its parent company, Peachtree PC Advisors Holdings, LLC. Because of this relationship, it is possible that the terms of these transactions are not the same as those that would result from transactions between unrelated parties. Our opinion is not modified with respect to this matter. We have served as the Company's auditor since 2021. April 30, 2021 {6}------------------------------------------------ ## Statement of Financial Condition **December 31, 2020** | ASSETS | | |---------------------------------------------------|----------------------------| | Cash | \$ 1,605,416 | | Commissions
receivable | 927,623 | | Due
from
related
parties | 866 | | Other
assets | 33,186 | | Total
assets | \$
2,567,091 | | | | | LIABILITIES
AND
MEMBER'S
EQUITY | | | Liabilities: | | | Accounts
payable
and
accrued
expenses | \$
88,639 | | Commissions
payable | 841,084 | | Due
to
related
parties | 237,848 | | Other
liabilities | 7,505 | | Total
Liabilities | 1,175,076 | | Member's
equity | 1,392,015 | | Total
Liabilities
and
Member's
Equity | \$ 2,567,091 | *See accompanying notes to financial statements.* {7}------------------------------------------------ # Notes to Financial Statements **December 31, 2020** ### **Note 1 ‐ Organization** Peachtree PC Investors, LLC *(formerly Peachtree PC Advisors, LLC)* (the "Company") was formed on March 1, 2019, as a Georgia limited liability company for the purpose of providing financial services primarily to entities related to its sole member. The Company is a registered broker‐dealer under the Securities Exchange Act of 1934 ("Exchange Act") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly‐owned subsidiary of Peachtree PC Advisors Holding, LLC (the "Parent") and is the exclusive managing broker‐dealer for the investment offerings of Peachtree Hotel Value & Income Fund III, LP ("PHVIF III"), Peachtree Hotel Opportunity Zone Tax Advantage Fund, LP ("PHOTA"), Peachtree SSC Mortgage REIT, LLC ("PSR"), PHG Indianapolis Investors, LLC ("Indianapolis"), PHG Delray Beach Investors, LLC ("Delray"), Stonehill Strategic Hotel Credit Opportunity Fund III, LP ("SSHCOF III"), Peachtree Distressed Opportunity Fund, LP ("PDOF"), and Peachtree Distressed Opportunity Fund – A, LP ("PDOF‐A"). The Company is an introducing broker who does not take possession of customer funds or carry customer accounts. To date, the Company has received its funding from the Parent and its continued existence, in the absence of adequate cash flow from operations or other sources, will be depending on receiving continued support from the Parent. The Company is the dealer manager for all share classes of PHVIF III. For A share investments, the Company receives a selling commission of up to 7.0% of gross offering proceeds raised in funds, all or a portion of which could be re‐ allowed to participating broker‐dealers. In addition, PHVIF III pays the Company a dealer manager fee of up to 2.5%‐ 3.0% of gross offering proceeds from the above offerings, a portion of which could be re‐allowed to participating broker‐dealers with the remainder kept by the Company as underwriter commission. The Company uses the 2.5%‐ 3.0% gross offering proceeds to pay internal commissions and expenses associated with distributing the offerings. For R share investments, the Company receives up to a 2.0% placement fee for the distribution of the offering. For I share investments, the Company receives up to a 0.5% placement fee for the distribution of the offering. The Company, at its discretion, hasthe ability to reduce or waive these placement fees. During the year ended December 31, 2020, the Company did not earn any commissions on any share classes. The Company is also the dealer manager for all share classes of PHOTA. For A share investments, the Company receives a selling commission of up to 7.0% of gross offering proceeds raised in funds, all or a portion of which could be re‐allowed to participating broker‐dealers. In addition, PHOTA pays the Company a dealer manager fee of up to 2.5%‐3.0% of gross offering proceeds from the above offerings, a portion of which could be re‐allowed to participating broker‐dealers with the remainder kept by the Company as underwriter commission. The Company uses the 2.5%‐3.0% gross offering proceeds to pay internal commissions and expenses associated with distributing the offerings. For R share investments, the Company receives up to a 2.0% placement fee for the distribution of the offering. For I share investments, the Company receives up to a 0.5% placement fee for the distribution of the offering. The Company, at its discretion, has the ability to reduce or waive these placement fees. {8}------------------------------------------------ # Notes to Financial Statements **December 31, 2020** ### **Note 1 – Organization ‐ continued** The Company is also the dealer manager for all share classes of PSR. For A share investments, the Company receives a selling commission of up to 7.0% of gross offering proceeds raised in funds, all or a portion of which could be re‐ allowed to participating broker‐dealers. In addition, PSR pays the Company a dealer manager fee of up to 2.5%‐3.0% of gross offering proceeds from the above offerings, a portion of which could be re‐allowed to participating broker‐ dealers with the remainder kept by the Company as underwriter commission. The Company uses the 2.5%‐3.0% gross offering proceeds to pay internal commissions and expenses associated with distributing the offerings. For R share investments and I share investments, the Company receives up to a 2.0% placement fee for the distribution of the offering. The Company, at its discretion, has the ability to reduce or waive these placement fees. On April 2, 2020, the Fund suspended the offering due to the coronavirus pandemic. The offering was reinstated on January 13, 2021. The Company is also the dealer manager for all share classes of Indianapolis. There are no individual share classes for the investment offering. Indianapolis agreed to pay the Company 0.25% of gross offering proceeds up to a maximum of \$25,000. There were no broker dealers involved in the distribution of the offering. The Company, at its discretion, has the ability to reduce or waive these placement fees. The Company is also the dealer manager for Delray. The offering had only A shares available for investment. For A share investments, the Company receives a selling commission of up to 7.0% of gross offering proceeds raised in funds, all or a portion of which could be re‐allowed to participating broker‐dealers or grossing up investors if commission is less than 7%. In addition, the offering pays the Company a dealer manager fee of up to 3.0% of gross offering proceeds, a portion of which could be re‐allowed to participating broker‐dealers with the remainder kept by the Company as underwriter commission. The Company usesthe dealer manager fee to pay internal commissions and expenses associated with distributing the offerings. The Company, at its discretion, has the ability to reduce or waive these dealer management fees and commissions offered. The Company is also the dealer manager for SSHCOF III. There are no specific share classes for the offering. The Company receives up to a 2.0% placement fee for the distribution of the offering. The Company, at its discretion, has the ability to reduce or waive these placement fees. The Company is also the dealer manager for PDOF. For R share investments and I share investments, the Company receives up to a 2.0% placement fee for the distribution of the offering. The Company, at its discretion, has the ability to reduce or waive these placement fees. {9}------------------------------------------------ ## Notes to Financial Statements **December 31, 2020** ### **Note 1 – Organization ‐ continued** The Company is also the dealer manager for PDOF‐A. The offering only has A shares available for investment. For A share investments, the Company receives a selling commission of up to 6.0% of gross offering proceeds raised in limited partnership interest offerings, all or a portion of which could be re‐allowed to participating broker‐dealers. In addition, the Company receives a non‐accountable marketing and due diligence allowance equal to 1.0% of gross offering proceeds raised in the fund's offerings, a portion of which could be re‐allowed to participating broker‐ dealers. The Company also receives a managing broker‐dealer fee equal to 3.0% of gross offering proceeds raised in the fund's offerings. The total aggregate amount ofselling commissions, allowances, and managing broker‐dealer fees will not exceed 10.0% of gross offering proceeds raised in the fund's offering. The Company, at its discretion, has the ability to reduce or waive these commissions. #### **Note 2 ‐ Significant Accounting Policies** #### **Basis of Presentation** The Company has adopted the Financial Accounting Standards Board ("FASB") Codification ("Codification"). The Codification isthe single officialsource of authoritative accounting principles generally accepted in the United States of America (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities. All of the Codification's content carries the same level of authority. #### **Use of Estimates** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### **Cash** For the purposes of reporting cash flows and amounts in the Statement of Financial Condition, the Company defines cash as cash on hand and demand deposits. #### **Revenue Recognition** The Company earns commission revenues from the sale of limited partnership or limited liability interest in funds owned by the Parent. Revenues are recognized on a trade date basis and payment is typically received following either a weekly or daily closing of the offering. The Company's commission income resulting from the sale of limited partnership and limited liability interests is recorded upon satisfaction of its performance obligations, which occurs on the trade date. Commission revenue is based on a percentage of the amounts invested. The Company views the selling, distribution and marketing, or any combination thereof, of limited partnership or limited liability interests as a single performance obligation. The Company is the principal for commission revenue, as it is responsible for the execution of the clients' purchases and sales and maintains relationships with the investment sponsor. Accordingly, total commission income is reported on a gross basis in the accompanying Statement of Operations. {10}------------------------------------------------ ## Notes to Financial Statements **December 31, 2020** ### **Note 2 ‐ Significant Accounting Policies ‐ continued** #### **Receivables** Commissions are recorded on a trade date basis as securities transactions occur. Losses from uncollectible receivables are accrued when it is probable that a receivable is impaired and the amount of the loss can be reasonably estimated. Management believes that neither of these conditions existed with regard to the receivables, and, as such, an allowance for doubtful accounts has not been established. #### **Income Taxes** The Company is included in the federal and state income tax returns filed by the Parent. The Parent was formed as a limited liability company and istreated as a partnership forfederal income tax purposes and is generally notsubject to federal and state income taxes. Accordingly, no recognition has been given to income taxes in the accompanying financial statements since the income or loss is to be included in the tax returns of the individual partners. The Partner's tax return is subject to examination by federal and state taxing authorities. If such examinations result in adjustments to distributive shares of taxable income or loss, the tax liability of the members would be adjusted accordingly. #### **Note 3 ‐ Related Party Transactions** The Company is a party to a Shared Services Agreement ("SSA") with a related party, Peachtree Hotel Group II, LLC ("PHG II") and its affiliates, to reimburse those entities for certain shared services, including but not limited to: compensation costs of employees performing services for the Company, direct costs for activities attributable to the Company, and indirect costs for activities conducted jointly with the Company. The shared services charged were comprised of the following for the year ended December 31, 2020: | Payroll and benefits | \$
1,024,339 | |---------------------------|----------------------------| | Rent and utilities | 52,232 | | Office expenses | 3,524 | | Telephone and IT expenses | 35,216 | | Marketing expenses | 147,702 | | Other | 3,268 | | | | | | \$ 1,266,281 | The Company received all of its revenue for the year ended December 31, 2020, from PHOTA, PSR, SSHCOF III, Delray, PDOF, and PDOF‐A. {11}------------------------------------------------ # Notes to Financial Statements **December 31, 2020** ### **Note 3 ‐ Related Party Transactions ‐ continued** During the year PHG II, received a loan from the Small Business Administration ("SBA") pursuant to the Payment Protection Program under the CARES Act. The Company was allocated a portion of the loan in a manner consistent with the payroll allocation pursuant to the SBA. Included in due to related parties in the statement of financial condition is \$201,775, which representsthe amount of the loan that was allocated to the Company, which effectively reduced the reimbursements that the Company would have made to PHG II in connection with payroll‐related expenses. The Company and PHG II currently believe that its use of the loan proceeds will meet the conditions for full forgiveness of the loan under Section 1106 of the CARES Act. If the PHG II loan is forgiven by the SBA in 2021, it is expected that the \$201,775 accrual will be relieved accordingly. However, as the loan was not made to the Company directly, the Company did not treat the amount due to PHG II as an allowable credit for net capital purposes. #### **Note 4 ‐ Consulting Agreements** During June 2019, the Company entered into a consulting services agreement with Curtis Consultants, LLC ("Curtis") to provide regulatory compliance services. The agreement was terminated as of February 29, 2020. The agreement included a fixed monthly professional fee of \$5,000 per month, plus reimbursable expenses and costs. Consulting fees paid to Curtis were approximately \$10,800 for the year ended December 31, 2020. During June 2019, the Company entered into a consulting services agreement with Finop Consulting, LLC ("Finop") to provide monthly regulatory reporting services. The agreement automatically renews on an annual basis until terminated by either party. The agreement includes a fixed monthly professional fee of \$1,200 per month. Consulting fees paid to Finop were approximately \$14,400 for the year ended December 31, 2020. During January 2020, the Company entered into a consulting services agreement with Foreside Consulting Services, LLC ("Foreside") to provide monthly regulatory compliance services. The agreement automatically renews on an annual basis until terminated by either party. The agreement includes a fixed monthly professional fee of \$2,500 per month. During January 2020, the Company also entered into an outsourced CCO services agreement with Foreside to provide monthly professional services. The agreement was terminated as of July 31, 2020. The agreement included a fixed monthly professional fee of \$2,000 per month. Consulting fees paid to Foreside were approximately \$46,500 for the year ended December 31, 2020. #### **Note 5 – Net Capital Requirements** In accordance with Rule 15c3‐1 of the SEC, the Company's aggregate indebtedness, as defined, shall not exceed 15 times its net capital. The Company must also maintain minimum net capital. As of December 31, 2020, the Company's net capital, as defined, of \$1,118,569 exceeded the required minimum of \$78,338 by \$1,040,231 and its ratio of aggregate indebtedness to net capital was 1.0505 to 1.0. {12}------------------------------------------------ # Notes to Financial Statements **December 31, 2020** ### **Note 6 – Concentrations of Credit Risk** The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and commissions receivable. The Company maintains its cash in bank demand deposit accounts, which, at times, may exceed federally insured limits. The Company's commissions receivable are due from certain customers and arose in the normal course of business. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk with respect to its cash and cash equivalents and commissions receivable. #### **Note 7 – Subordinated Liabilities** There were no liabilities subordinated to claims of general creditors at any time during the year ended December 31, 2020. Therefore, the statement of changes in liabilities subordinated to claims of general creditors has not been presented for the year ended December 31, 2020. #### **Note 8 ‐ Subsequent Events** The Company has evaluated subsequent events through April 30, 2021, which is the date these financial statements were available to be issued. On February 21, 2021, the Company distributed \$700,000 to the Parent. All other subsequent events, if any, requiring recognition as of December 31, 2020, have been incorporated into these financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.