# ROOSEVELT & CROSS, INCORPORATED X-17A-5 (2025-03-20) — Broker-dealer annual report - Company: ROOSEVELT & CROSS, INCORPORATED - Form: X-17A-5 - Filed: 2025-03-20 - Period: 2024-12-31 - Accession: 0000084935-25-000002 - CIK: 84935 - File #: 8-19363 - Type: Broker-dealer - Material weakness: No - Auditor: Withum Smith & Brown, PC - Auditor location: New York, NY - Contact: David W Moore - Phone: 2125049262 - Email: daniel.sakol@jrsfinancialservices.com - Website: jrsfinancialservices.com - Signed by: David W Moore (SVP COO) Original filing: https://www.sec.gov/Archives/edgar/data/84935/000008493525000002/rooseveltaudit.pdf --- {0}------------------------------------------------ # **ROOSEVELT & CROSS, INCORPORATED** **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** **DECEMBER 31, 2024** {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL | |--------------------------| | OMB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | hours per response: 12 | # ANNUAL REPORTS FORM X-17A-5 PART IШ | SEC FILE NUMBER | | |-----------------|--| | 8-19363 | | 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 BEGINNING01/01/2024 AND ENDING 12/31/2024 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Roosevelt & Cross, Incorporated TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer ☐ Security-based swap dealer 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.) | N
Y | 10006 | | | | | | |----------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--| | (State) | (Zip Code) | | | | | | | | | | | | | | | | Daniel.Sakol@jrsfinancialservices.com | | | | | | | | (Email Address) | | | | | | | | | | | | | | | Withum Smith+Brown
(Name - if individual, state last, first, and middle name) | | | | | | | | w York
N
e | 10018
N
Y | | | | | | | | | | | | | | | (City) | (State)
(Zip Code) | | | | | | | | 1
0
0 | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING
516. 393.5618
(Area Code - Telephone Number)
B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | \* 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-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | I. Charles Stavitski | swear (or affirm) that, to the best of my knowledge and belief, the financial | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | Roosevelt & Cross, Incorporated
report pertaining to the firm of
December 31 | _ as of | | | ,2024, 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.
DYLAN THOMAS BURNS
Notary Public - State of New York
NO. 01BU0022560
Qualified in New York County
My Commission Expires Mar 21, 2028
Dylon
B
u
r
m | -
e
2
Title:
CEO | | Public
Notary | | #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - Π (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - ◉ (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 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. - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - 미 (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17CFR 240.17a-12, as applicable. - (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). - (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}------------------------------------------------ # **ROOSEVELT & CROSS, INCORPORATED** #### **DECEMBER 31, 2024** #### **TABLE OF CONTENTS** #### **Report of Independent Registered Public Accounting Firm** | Financial
Statements:







| Page | |-----------------------------------------------------------------------------------------------------------------------------------------------|------| | Statement of Financial Condition 1 | | | Statement of Operations 2 | | | Statement of Changes in Stockholders' Equity 3 | | | Statement of Cash Flows 4 | | | Notes to Financial Statements 5-15 | | | Supplementary
Information: | | | I - Computation of Net Capital
Pursuant to Rule 15c3-1 of the Securities and Exchange Commission 16 | | | Other Information | | | II - Computation for Determination of the Reserve Requirements
Pursuant to Rule 15c3-3 of the Securities and Exchange Commission 17 | | | III – Information Relating to the Possession or Control Requirements
Pursuant to Rule 15c3-3 of the Securities and Exchange Commission 17 | | | Report of Independent Registered Public Accounting Firm | | | Exemption Report
Pursuant to Rule 17a-5 18 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Roosevelt & Cross, Incorporated: #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Roosevelt & Cross, Incorporated (the "Company") as of December 31, 2024, the related statements of RSHUDWLRQV, changes in stockholders' equity, 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 fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, 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 these 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the 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 financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Supplemental Information The supplemental information, the Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission, and the Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission 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 17 C.F.R. § 240.17a-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 2015. New York, New York March 19, 2025 {5}------------------------------------------------ ## **ROOSEVELT & CROSS, INCORPORATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2024** #### **ASSETS** | Cash | \$
811,455 | |------------------------------------------------------------------------------------|-----------------| | Due from RJ O'Brien | 305,682 | | Investments held in joint accounts, at fair value | 9,446,416 | | Interest receivable - state and municipal government obligations | 86,600 | | Securities owned - state and municipal government obligations, at fair value | 9,849,680 | | Clearing deposit and letter of credit | 550,165 | | Prepaid expenses and other assets | 636,658 | | Operating lease - right of use assets | 1,086,006 | | Property and equipment, at cost, less accumulated depreciation and amortization of | | | \$1,478,709 | 37,673 | | Deposits | 4,163 | | Total
assets | \$ 22,814,498 | | | | | LIABILITIES
AND
STOCKHOLDERS'
EQUITY | | | Liabilities: | | | Due to clearing brokers | \$
1,572,168 | | Accrued expenses and income taxes payable | 573,688 | | Operating lease liability | 1,086,006 | | Total
liabilities | 3,231,862 | | Stockholders' Equity: | | | Common stock, \$10 par value, 500,000 shares authorized, | | | 99,676 shares issued and outstanding | 996,760 | | Additional paid-in capital | 12,419,828 | | Retained earnings | 6,166,048 | | Total
stockholders'
equity | 19,582,636 | | | | | Total
liabilities
and
stockholders'
equity | \$ 22,814,498 | {6}------------------------------------------------ #### **ROOSEVELT & CROSS, INCORPORATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024** | Revenues: | | |----------------------------------------------|-----------------| | Principal trading profits | \$
9,227,154 | | Underwriting income | 2,034,380 | | Management/Placement | 223,067 | | Fees reimbursement | 354,548 | | Interest income | 1,136,911 | | Other income | 62,609 | | | 13,038,669 | | Expenses: | | | Operating expenses | | | Employee compensation and benefits | 7,976,382 | | Floor brokerage, exchange and clearance fees | 656,590 | | Communications and data processing | 1,561,655 | | Interest expense | 24,549 | | Occupancy | 743,314 | | Profit sharing | 419,947 | | Insurance expense | 155,266 | | Professional fees | 396,741 | | Promotional and travel expense | 149,379 | | Fees and assessments | 172,737 | | Equipment rental and servicing | 157,434 | | Administrative expenses | 54,693 | | Contributions | 64,600 | | Other expenses | 110,912 | | Depreciation and amortization | 14,878 | | Total operating expenses | 12,659,077 | | Income before income taxes | 379,592 | | Income taxes | 75,000 | | Net income | \$
304,592 | {7}------------------------------------------------ #### **ROOSEVELT & CROSS, INCORPORATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024** | | Common
Shares | Stock
Amount | Additional
PaidǦIn
Capital | Retained
Earnings | Total
Stockholders'
Equity | |-----------------------------------------|------------------|-----------------|----------------------------------|----------------------|----------------------------------| | BalanceǦDecember
31,
2023, | 117,788 | \$
1,177,880 | \$
14,068,494 | \$
7,511,236 | \$
22,757,610 | | Redemption of shares of
common stock | (21,334) | (213,340) | (1,648,666) | (1,649,780) | (3,511,786) | | Purchase of common stock
Net income | 3,222
- | 32,220
- | - | 304,592 | 32,220
304,592 | | BalanceǦDecember
31,
2024 |
99,676 | \$996,760 | \$12,419,828 | \$6,166,048 | \$19,582,636 | {8}------------------------------------------------ #### **ROOSEVELT & CROSS, INCORPORATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024** | Cash flows from operating activities: | | |-----------------------------------------------------------------------------------|---------------| | Net income | \$
304,592 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | Depreciation and amortization | 14,878 | | Right of use asset | 189,847 | | Operating lease liability | (189,848) | | Changes in operating assets and liabilities: | | | Due from clearing broker | 12,430,075 | | Investments held in joint accounts, at fair value | (9,446,416) | | Interest receivable - state and municipal government obligations | (31,331) | | State and municipal government obligations at fair value | (1,177,197) | | Clearing deposit and letter of credit | (9) | | Prepaid expenses and other assets | (71,611) | | Loans receivables - employees | 6,250 | | Deposits | 975 | | Due to clearing brokers | 1,572,168 | | Accrued expenses and taxes payable | 149,706 | | Net cash provided by operating activities | 3,752,079 | | Cash flows from financing activities: | | | Purchase of fixed assets | (5,036) | | Purchase of common stock | 32,220 | | Redemption of common stock | (3,511,786) | | Net cash used in financing activities | (3,484,602) | | Net increase in cash | 267,477 | | Cash, beginning of year | 543,978 | | Cash, end of year | \$
811,455 | | Supplemental
disclosure
of
cash
flow
information: | | | Cash paid for interest | \$
24,549 | | Cash paid for taxes | \$
63,613 | {9}------------------------------------------------ #### **1. ORGANIZATION AND DESCRIPTION OF BUSINESS** Roosevelt & Cross, Incorporated (the "Company"), founded in 1946, is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Agency ("FINRA"). The Company is a leading senior manager of both negotiated and competitively sold bond issues in New York State, New Jersey, and the New England States. The Company specializes in the origination, structuring, underwriting, trading and sale of tax-exempt issues sold in the northeast section of the United States of America. The Company's principal office is in New York City, with branch offices in Buffalo, NY, Warwick, RI, and Warren, NJ. #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### *Basis of accounting* The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Income is recognized when earned. The costs and expenses attributable to earning such income are reflected in the results of operations concurrently. #### *Use of estimates* The preparation of the financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. #### *Cash and cash equivalents* Cash and cash equivalents for purposes of reporting cash flows includes cash on hand and highly liquid investments with original maturities of less than ninety days, that are not held for sale in the ordinary course of business. The Company had cash of \$811,455 and no cash equivalents as of December 31, 2024. As of that date its cash was held in a single financial institution located in the United States. The Company's cash balance at times exceeds the FDIC-insured level of \$250,000. The Company has not incurred any losses with respect to this concentration. #### *Securities Owned, State and Municipal Government Obligations* Investments in marketable debt securities owned and securities sold, not yet purchased, and are carried at fair value, with unrealized gains and/or losses recognized as other income on the statement of operations, in the current earnings. #### *Fair Value* Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for discussion of fair value measurements. {10}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)* #### *Property and Equipment, net* Property and equipment are stated at cost, less accumulated depreciation and amortization. The costs of additions and improvements are capitalized and expenditures for repairs and maintenance are expensed as incurred. Fully depreciated assets are retained in property and depreciation accounts until they are removed from service. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation and amortization are removed from the accounts and the resulting gains or losses are included in operations. Depreciation of property and equipment is accounted for on the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is calculated by the straight-line method over the shorter of the term of the related lease or the useful lives of the improvements. #### *Clearing Deposits and Other Security Deposits* As of December 31, 2024 the Company had four security deposits. One is for \$500,000 which is maintained by the clearing broker. The other four totaling \$50,165 represent security deposits for the Company's various office leases. #### *Impairment of LongǦLived Assets* In accordance with FASB Accounting Standard Codification ("ASC") 360, long- lived assets, including property and equipment and intangible assets subject to amortization, are reviewed for impairment and written down to fair value whenever events or changes in circumstances indicate the carrying amount may not be recoverable through future undiscounted cash flows. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Management identified no impairment as of December 31, 2024. #### *Redemption of the Company's Common Stock* The Company issues and redeems its shares of common stock to its employees at their book value, which approximates fair value determined in accordance with the Company's stockholder agreement. The sales proceeds of shares redeemed to an employee by the Company are applied first to their par value, next to additional paid-in capital equal to the amount credited earlier on issuance to the employee based on a first-in first out basis, and the balance of the redemption amount if any, to retained earnings. #### *Revenue recognition* In accordance with FASB Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" ("ASC Topic 606") revenues from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Company's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. {11}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)* #### *Revenue recognition (continued)* The amount of revenue recognized reflects the consideration the Company expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration, if any. #### *Significant Judgments* Revenue from contracts with customers includes instances where the Company acts as an underwriter for business and government entities. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time, how to allocate transaction prices where multiple performance obligations are identified, when to recognize revenue based on the appropriate measure of the Company's progress under the contract and whether constraints on variable consideration should be applied due to uncertain future events. #### *Principal Trading Profits* The Company generates trading profits by buying and selling municipal bonds. The Company records the income on the trade date of the selling of the bonds. Also included in principal trading profits is the market valuation of municipal bonds in inventory on the last business day of the month. The Company receives valuations from multiple sources and applies the lowest valuation to the bonds and records the resulting profit or loss in principal trading profits. Also included in principal trading profits are designations received. A designation is received from another broker/dealer who has sold bonds to a customer who specifies that the Company should be "designated" for part of the profit on the sale. As per Municipal Securities Rule Making Board Rule G-11 any credit designated by a customer or any group net sales credits in connection with the purchase of securities as due to a member of a syndicate or similar account shall be distributed to such member by the broker, dealer or municipal securities dealer handling such order within 10 calendar days following the date the issuer delivers the securities to the syndicate. As per the rule the Company records the profit when the wire is received from the other broker/dealer, within ten days of the closing. #### *Underwriting Income* The Company underwrites securities for business entities and governmental entities that want to raise funds through a sale of securities. This includes management placement fees associated with certain underwritings. Underwriting income is earned from the sale of the securities from the underwriting. Underwriting fees and income are both built into the underwriting and are recorded once all the bonds are sold. The transactions represent one performance obligation, which is the sale of the bonds. The Company recognizes its share of the revenue when all the securities are sold. The Company believes that this date is the appropriate point in time to recognize the revenue for securities underwriting transactions as there are no significant actions which the Company needs to take subsequent to this date. Underwriting costs that are deferred under the guidance in FASB ASC 940-340-25-3 are recognized in expense at the time the related revenues are recorded. {12}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)* #### *Management Placement Fee Income* The fee income is related to certain underwriting where the Company is the lead underwriter. The fee is built into the underwriting at the time the underwriting is negotiated with the issuer. The fee is recorded at the point in time after all the bonds are sold. The Company believes the performance obligation for providing management placement services is satisfied when the bonds are sold because the customer is receiving and consuming the benefits at that point. #### *Reimbursement Expense* Reimbursement expenses are expenses related to an underwriting where the Company is the lead underwriter. When the underwriting is settled, the underwriting expenses are recorded as income. The Company is a principal for these transactions because the Company obtains control of these services and combines them as part of delivering on its performance obligation. #### *Receivables and Contract Balances* Receivables arise when the Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. As of January 1, 2024, the receivables balance was \$0. At December 31, 2024, there were receivables of \$0 reported in the statement of financial condition. Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e. unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. As of January 1, 2024 and during the year, the Company had no contract assets or contract liabilities. As of December 31, 2024, the Company had no contract assets or contract liabilities. #### *Current Expected Credit Losses* On January 1, 2020, the Company adopted FASB ASC 326 - "Financial Instruments - Credit Loses" ("ASC Topic 326") which replaces the incurred loss methodology with the current expected credit loss ("CECL") methodology. The Company's policy is to record an estimate of expected credit losses as an allowance for credit losses. The ASU targets the impairment models that entities use to account for debt instruments. Further the ASU makes targeted changes to the impairment model for availablefor-sale debt securities. Management has determined there were no impairments as of December 31, 2024. {13}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)* #### *Leases* The Company recognizes and measures its leases in accordance with FASB ASC 842, "Leases". The Company is a lessee in several non-cancellable operating leases, for office space, computers and other office equipment. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use ("ROU") asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of the Company's leases are not readily determinable and accordingly, the Company uses its incremental borrowing rate based on the information available at the commencement date for all leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight- line basis over the lease term. The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognize lease cost associated with the Company's short-term leases on a straight-line basis over the lease term. Other information related to leases as of December 31, 2024, is as follows: | Weighted average remaining operating lease term | 1.81 years | |----------------------------------------------------|------------| | Weighted average discount rate of operating leases | 8.0% | The components of lease costs for the year ended December 31, 2024 are as follows: | Total operating lease cost | \$652,644 | |----------------------------|-----------| |----------------------------|-----------| {14}------------------------------------------------ #### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)* #### *Income taxes* The Company has elected to have its income taxed under Section 1362 (Sub-chapter S) of the Internal Revenue Code of 1986 and applicable state statutes, which provide that in lieu of corporate income taxes, the stockholders include their proportionate share of the Company's taxable income or loss on their individual income tax returns. Accordingly, no provision for federal or state income taxes is reflected in the financial statements. However, the Company is subject to New York City General Corporation Tax and various minimum state filing fees for which provisions have been made. #### *Uncertain tax position* The Company adopted the provisions of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification No. 740 ("ASC 740") Subtopic 05 "Accounting for Uncertainty in Income Taxes". As a result of the implementation, the Company was not required to recognize any amounts from uncertain tax positions. The Company's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. Generally, federal, state and local authorities may examine the Company's tax returns for three years from the date of filing; consequently, the respective tax returns for years prior to 2021 are no longer subject to examination by tax authorities. The Company has elected the pass-through entity tax ("PTET") option for 2024, but it did not have a significant effect on the Company's taxes. The PTET is an optional tax that the Company as an S-Corp may annually elect. This election may allow shareholders to receive credit on their New York State income tax return. The Company has paid state and local taxes in the amount of \$63,613 in 2024. #### *Adoption of new accounting standards* The FASB ASU 2023-07, "Segment reporting" ("Topic 280") which increased disclosure requirements regarding a public entity's reportable segments is effective for fiscal years beginning after December 15, 2023. ASU 2023-07 requires incremental line-item disclosures about each reportable segment's expenses as well as profit and losses. The Company has evaluated the guidance thereunder and has determined that the Company operates as one operating segment. For further discussion refer to Footnote '11', Reportable Segments. {15}------------------------------------------------ #### **3. PROPERTY AND EQUIPMENT** Major classes of property and equipment consist of the following: | | Estimated | | |-------------------------------------------------|---------------|---------------| | | Useful Life - | | | | Years | | | Furniture and fixtures | 7-10 | \$
432,288 | | Equipment | 7-10 | 241,993 | | Leasehold improvements | Term of lease | 639,537 | | Computer software | 7-10 | 202,564 | | | | 1,516,382 | | Less: accumulated depreciation and amortization | | (1,478,709) | | Net property and equipment | | \$
37,673 | The depreciation and amortization expense for the year ended December 31, 2024 aggregated \$14,878. #### **4. RELATED PARTY TRANSACTIONS** The Company had loans receivable from one employee aggregating \$6,250 as of December 31, 2023. All loans were paid back as per the terms of the agreement. As of December 31, 2024, there were no loans from outstanding employees. In 2024, employees sold 21,344 shares of Company stock and purchased 3,222 shares of stock netting 18,112. #### **5. FAIR VALUE MEASUREMENTS** The Company accounts for marketable debt securities in accordance with FASB ASC 820, "Fair Value Measurements and Disclosures". FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted observable quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgment. Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. {16}------------------------------------------------ #### **5. FAIR VALUE MEASUREMENTS** *(continued)* Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table presents by level, within the fair value hierarchy the Company's investment assets at fair value, as of December 31, 2024. As required by FASB ASC 820, investment assets are classified in their entirety based upon the lowest level of input that is significant to the fair value measurement. Level 2 investment values are determined by supply and demand and the demand is driven by a myriad of factors some of which are credit rating, maturity, call or put features, sources of interest and principal payments and geopolitical risk. The values used by the Company for financial reporting purposes are based on management review of matrix pricing data which reflect the prices of bonds with similar interest rates, maturity and credit rating. Management then makes judgments based on that data along with assessment of the other factors above, not captured in matrix pricing, that affect the likely price that would be obtained upon sale. | Investments held in | | | | | |---------------------|---------|------------------|---------|------------------| | joint accounts | \$
- | \$
9,446,416 | \$
- | \$
9,446,416 | | State and Municipal | | | | | | Government | | | | | | Obligations | \$
- | \$
9,849,680 | \$
- | \$
9,849,680 | | Total | | \$
19,296,096 | | \$
19,296,096 | The following table presents information about the Company's assets measured at fair value as of December 31, 2024: Approximately 90% of the Company's customer base is located in the northeast section of the United States of America. There were no transfers into or out of Level 3 during the year. {17}------------------------------------------------ #### **6. ACCRUED EXPENSES AND TAXES PAYABLE** Accrued expenses and taxes payable consist of the following: | Accrued clearing and interest | \$
100,839 | |-------------------------------|---------------| | Partner share joint account | 6,000 | | Payroll taxes payable | 78,962 | | Other accrued expenses | 121,500 | | Accounts payable | 139,317 | | Profit sharing payable | 3,935 | | Accrued payroll payable | 123,135 | | | \$
573,688 | #### **7. NET CAPITAL REQUIREMENTS** The Company is subject to the uniform net capital requirements of Rule 15c3-1 of the Securities and Exchange Act, as amended, which requires the Company to maintain, at all times, sufficient liquid assets to cover indebtedness. In accordance with the rule, the Company is required to maintain defined minimum net capital of the greater of \$250,000 or 6 2/3% of aggregate indebtedness. At December 31, 2024, the Company had net capital, as defined, of \$17,823,437, which exceeded the required minimum net capital of \$250,000 by \$17,573,437. Aggregate indebtedness at December 31, 2024 totaled \$573,688. The Company's percentage of aggregate indebtedness to net capital was 3.22%. #### **8. CONCENTRATIONS OF CREDIT RISK** The Company is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of non-payment for a sale or non-receipt of security is reduced through the guarantees by the Depository Trust Clearing Corporation ("DTCC"). Credit risk involving transactions with non-DTCC eligible counter-parties is limited by Receive Versus Payments/Delivery Versus Payments clearance methods. The risk of default by an issuer of securities is limited by the Company's policy to review, as necessary, the credit standing of each issuing entity. From time to time the Company will maintain cash balances in a financial institution that may exceed the Federal Deposit Insurance Company ("FDIC") coverage of \$250,000. Any loss or lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. At December 31, 2024, the Company had \$147,667 due to concentration. {18}------------------------------------------------ #### **9. OTHER RECEIVABLES** At December 31, 2024, the Company had an open receivable in the amount of \$1,632,185 for the state or municipal bonds purchased and/or sold on a when-issued basis and not settled as of December 31, 2024. This amount is shown on the statement of financial condition as a component offset against due to clearing broker. #### **10.COMMITMENTS AND CONTINGENT LIABILITIES** #### *Operating Leases* The Company is obligated under various leases for office space located in in New York City, with branch offices in Buffalo, NY, Warwick, RI, and Warren, NJ. The leases range from one to five years in duration. These leases generally contain renewal options for periods ranging from two to five years. Because the Company is not reasonably certain to exercise some of these renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments. The Company's leases do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments plus, for many of the Company's leases, variable payments. The Company's office space leases require it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. The Company's future minimum lease commitments under real estate and equipment leases are as follows: | Year
End
December: | | |--------------------------|-----------------| | | | | 2025 | \$
641,793 | | 2026 | 470,514 | | 2027 | 29,835 | | 2028 | 20,760 | | 2029 | 15,570 | | | \$ 1,178,472 | | Less: Interest | (92,466) | | Liability | \$
1,086,006 | Rent expense for the year ended December 31, 2024 amounted to \$652,644. Variable costs for the year ended December 31, 2024 amounted to \$90,670. {19}------------------------------------------------ #### **10.COMMITMENTS AND CONTINGENT LIABILITIES** *(continued)* #### *Profit Sharing Plan* The Company is the sponsor of a profit sharing plan for the benefit of its employees. Participants must be 21 years of age or older and have completed one year of service. All contributions are totally discretionary and are allocated based on a participant's eligible salary in ratio to total compensation of all eligible participants. For the year ended December 31, 2024, the Company made a contribution of \$416,012. This is included on the statement of operations in employee compensation and benefits. The Company also sponsors a 401(k) Profit Sharing Plan under Section 401(k) of the Internal Revenue Code, which provides tax-deferred salary deductions for eligible employees. Participants must be 21 years of age or older and have completed 1 year of service to be eligible to make voluntary contributions (not to exceed federally determined maximum allowable amount) to the plan. The Company may make contributions for a plan year designated as "qualified non-elective contributions" and allocate them to non-highly compensated employees to help the plan pass one or more annually required Internal Revenue Code nondiscrimination tests. #### **11.REPORTABLE SEGMENTS** The Company is a fully disclosed broker-dealer engaged in the following types of businesses. The Company specializes in the origination, structuring, underwriting, trading and sale of tax-exempt issues sold in the northeast section of the United States of America. The Company has identified its President as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure profit and loss of the segment are the same as those described in the summary of significant accounting policies. The information provided to the CODM is presented in the same manner as the presentation on the accompanying statement of financial condition and statement of operations. The Company derives all of its revenue from customers within the United States. #### **12.SUBSEQUENT EVENTS** Management of the Company has evaluated events and transactions that have occurred since December 31, 2024 through the date these financial statements were issued and determined that there are no material events that would require recording or disclosures in the Company's financial statements. {20}------------------------------------------------ # **ROOSEVELT & CROSS, INCORPORATED** # **SUPPLEMENTARY INFORMATION** **DECEMBER 31, 2024** {21}------------------------------------------------ ## **ROOSEVELT & CROSS, INCORPORATED SUPPLEMENTARY INFORMATION COMPUTATION OF NET CAPITAL PURSUANT TO RULE 15c3Ǧ1 OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2024** | Total stockholders' equity
Deductions and/or charges: | \$ 19,582,636 | |----------------------------------------------------------------------------------|------------------| | Net book value of fixed assets | 37,673 | | Prepaid expenses and other current assets | 1,190,986 | | | | | Total non-allowable assets | 1,228,659 | | Less: Haircuts | 530,540 | | | | | Net capital | \$ 17,823,437 | | | | | Computation of basic net capital requirement: | | | Minimum net capital requirement, greater of 6-2/3%
# | | | of aggregate indebtedness (\$573,688) | \$
38,246 | | Statutory minimum net capital required | \$
250,000 | | Net capital requirement (greater of the minimum calculation or | | | the statutory amount) | \$
250,000 | | Excess net capital | \$
17,573,437 | | | | | Net capital less greater of 10% of aggregate indebtedness or 120% of minimum net | | | capital | \$ 17,523,437 | | | | | Computation of aggregate indebtedness: | | | Total liabilities | \$
573,688 | | Percentage of aggregate indebtedness to net capital | 3.22% | There were no material differences existing between the above computation and the computation included in the Company's corresponding amended Form X-17A-5 Part IIA filing. Accordingly, no reconciliation is necessary. {22}------------------------------------------------ #### **ROOSEVELT & CROSS, INCORPORATED OTHER SUPPLEMENTARY INFORMATION DECEMBER 31, 2024** ## **Computation for Determination of the Reserve Requirements Under Rule 15c3Ǧ3 of the Securities and Exchange Commission:** The Company operates under the exemptive provisions of paragraph (k)(2)(ii) of SEC Rule 15c3-3. #### **Information Relating to Possession or Control Requirements Under Rule 15c3Ǧ3 of the Securities and Exchange Commission:** The Company operates under the exemptive provisions of paragraph (k)(2)(ii) of SEC Rule 15c3-3. {23}------------------------------------------------ ![](_page_23_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Roosevelt & Cross, Incorporated: We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Roosevelt & Cross, Incorporated (the "Company") identified the following provisions of 17 C.F.R. §240.15c3-3(k) under which the Company claimed an exemption from 17 C.F.R. §240.15c3-3:(1) (2)(ii) (the "exemption provisions") and (2) the Company stated that it met the identified exemption provisions throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the exemption provisions 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 the Company'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 opinion 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 them to be fairly stated, in all material respects, based on the provisions set forth in Rule 15c3-3 under the Securities Exchange Act of 1934. New York, New York March 19, 2025 {24}------------------------------------------------ - - .BSDI Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.