# DOWLING & PARTNERS SECURITIES LLC X-17A-5 (2025-03-14) — Broker-dealer annual report - Company: DOWLING & PARTNERS SECURITIES LLC - Form: X-17A-5 - Filed: 2025-03-14 - Period: 2024-12-31 - Accession: 0000790080-25-000002 - CIK: 790080 - File #: 8-35658 - Type: Broker-dealer - Material weakness: No - Auditor: EisnerAmper, LLP - Auditor location: NY, NY - Contact: Krista Hilbie - Phone: 860.676.8600 - Email: krista@dowling.com - Website: dowling.com - Signed by: Thomas A. Byrne (Chief Executive Officer/Principal) Original filing: https://www.sec.gov/Archives/edgar/data/790080/000079008025000002/SECPublic24.pdf --- {0}------------------------------------------------ PUBLIC **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL REPORTS | |----------------| | FORM X-17A-S | | PART Ill | | 0MB APPROVAL | |--------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | hours per response: 12 | SEC FILE NUMBER 8-35658 **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 **01/01/2024** AND ENDING **12/31/2024** MM/DD/YY MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME oF FIRM : Dowling & Partners Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer D Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 190 Farmington Ave | | (No. and Street) | | | | |-------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|---------|--------------------|--| | Farmington | CT | | 06037 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Krista Hilbie | 8606768600 | | krista@dowling.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | EisnerAmper, LLP | | | | | | 733 Third Ave | (Name - if individual, state last, first, and middle name)
New York | NY | 10017 | | | (Address) | (City) | (State) | (Zip Code) | | | 09/29/2003 | | 274 | | | | rte of Reg;,tr,t;o" w;th PCAOB)l;f appUcable)
(PCADB Reg;,ua1;0" N"mbe,, ;f appHcable) | | | | | | | FOR OFFICIAL USE ONLY | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and 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. {1}------------------------------------------------ # **OATH OR AFFIRMATION** | I, Thomas A. Byrne | swear {or affirm) that, to the best of my knowledge and belief, the | |-------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of Dowling & Partners Securities, LLC | as of | | 2~
12/31 | is true and correct. I further swear (or affirm) that neither the company nor any | | as that of a customer. | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | . ~:-EY F MENCfe: :·. '. .. i / 1=>ublic, Conner-+t1Chl"iie~r~--------'-'---------- \_\_\_\_\_\_\_\_\_\_\_\_\_ . '~ornmission Expires 11/30/2028 \_, #### **This filing\*\* contains (check all applicable boxes):** - ~ (a) Statement of financial condition. - ~ (b) 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 (f) 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 240.15c3-1 or 17 CFR 240.18a-l, 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. - D (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 under 17 CFR 240.15c3-1, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ~ (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-5 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. - ~ (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. - 0 (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 24O.17a-5{e}(3} or 17 CFR 240.18a-7(d}(2}, as applicable. {2}------------------------------------------------ FINANCIAL STATEMENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DECEMBER 31 , 2024 {3}------------------------------------------------ CONTENTS | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|---| | Financial Statement | | | Statement of Financial Condition | 2 | | Notes to Financial Statement | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Dowling & Partners Securities, LLC # **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Dowling & Partners Securities, LLC (the "Company") as of December 31, 2024, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, 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. We have served as the Company's auditor since 2024. EISNERAMPER LLP New York, New York March 13, 2025 "EisnerAmper" is the brand name under which EisnerAmper LLP and Eisner Advisory Group LLC and its subsidiary entities provide professional services. EisnerAmper LLP and Eisner Advisory Group LLC are independently owned firms that practice in an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. EisnerAmper LLP is a licensed CPA firm that provides attest services, and Eisner Advisory Group LLC and its subsidiary entities provide tax and business consulting services. Eisner Advisory Group LLC and its subsidiary entities are not licensed CPA firms. {5}------------------------------------------------ # **STATEMENT OF FINANCIAL CONDITION** **December 31, 2024** # **ASSETS** | Cash and cash equivalents
Fees receivable
Deposits with clearing broker
Property and equipment
Prepaid expenses and other assets | \$
80,678,215
6,201 ,311
250,000
9,529
641 ,288 | |----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------| | | \$
87,780,343 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities | | | Incentive compensation payable | \$
39,735,372 | | Accounts payable and accrued expense | 1,456,834 | | Distribuition payable to Parent Company | 372,324 | | Deferred revenue | 538,450 | | Total liabilities | 42,102,980 | | Member's equity | 45,677,363 | | | \$
87,780,343 | {6}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT** **DECEMBER 31, 2024** ### **NOTE 1** - **ORGANIZATION** #### **Nature of Business** Dowling & Partners Securities, LLC (the "Company") is a registered broker-dealer located in Farmington , Connecticut that is a wholly-owned subsidiary of Dowling Corporation (the "Parent Company"). The Company initiates securities transactions for a variety of institutional clients on a fully disclosed basis and engages in placement securities services for securities-based transactions, financial advisory services, and fairness opinions. The Company is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), and the Securities Investors Protection Corporation (SIPC). The Company does not receive customer funds or securities during the course of its operations and claims exemption from the calculation of a reserve requirement pursuant to Rule 15c3-3 subparagraph (k)(2) (ii) under the Securities Exchange Act of 1934, and the adoption of Footnote 74 to SEC Release 34-70073. #### **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** # **Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. # **Cash and Cash Equivalents** Cash and cash equivalents include cash held in banks and money market funds with original maturities of three months or less. The Company maintains cash balances in certain financial institutions which at times, may exceed federally insured limits. The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties. #### **Fees Receivable and Allowance for Credit Losses** The Company carries its fees receivable at cost less an allowance for credit losses. In accordance with ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"), certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial assets as of the reporting date. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost utilizing the CECL framework. The Company had fees receivable of approximately \$6,201 ,000 and \$1 ,828,000 as of December 31 , 2024 and 2023, respectively. The Company's expectation is that the credit risk associated with fees receivables is that any client with which it conducts business with is unable to fulfill its contractual obligations. Management monitors the credit risk of clients and considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company has no allowance for credit losses as of and for the year ended December 31 , 2024. # **Receivable from Clearing Broker** The Company has a clearing agreement with Pershing LLC. The clearing broker clears the Company's security transactions, and the Company is required to maintain certain deposits with the clearing broker. # **Property and Equipment** Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is provided for utilizing the straight-line method over the estimated useful lives of the related assets. {7}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT** # **DECEMBER 31, 2024** # **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Distribution Payable to Parent Company** The Company declares distributions to the Parent Company no less than annually. These distributions are recorded when declared and reflected on the statement of financial condition as a liability until they are paid. #### **Long-Lived Assets** Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required , impairment losses on assets to be held and used are recognized based on the excess of the asset's carrying amount over the fair value of the asset. #### **Use of Estimates** The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts disclosed in the financial statements. Actual results could differ from those estimates. #### **Fair Value of Financial Instruments** At December 31 , 2024, the carrying value of the Company's assets and liabilities, which qualify as financial instruments in accordance with US GAAP, such as fees receivable, distribution payable to parent company, and deferred revenue approximate their fair values due to the nature of their short term maturities and are categorized as Level 2 financial instruments. #### **Segment Reporting** The Company is engaged in a single line of business as a broker-dealer, which consist primarily of placement securities services for securities-based transactions , financial advisory services, and fairness opinions. The Company has identified its Management Committee as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business and manage the Company. Additionally, the CODM uses excess net capital (see Note 5), 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 distributions. The Company's operations and offices are located in the United States. 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 the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the statement of financial condition as total assets at December 31 , 2024. #### **Income Taxes** The Company is a single-member limited liability company, which is a disregarded entity for federal and state income tax purposes and is not subject to taxes on its income. The Parent Company files a consolidated tax return including the operations of the Company. The Parent follows an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company's Parent is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce member's equity. At December 31 , 2024, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. Management's conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. {8}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT** **DECEMBER 31, 2024** ### **NOTE 3 - BUSINESS COMBINATION** On April 10, 2024, FINRA approved the combination of Dowling & Partners Securities, LLC and Hales Securities, LLC ("Hales"). Both companies are wholly-owned subsidiaries of the Parent Company. Hales filed form BOW, the Uniform Request for Broker-Dealer Withdrawal on April 30, 2024, and on July 1, 2024, the SEC approved the closing of the Hales broker dealer. This transaction is a business combination effective July 1, 2024, as entities under common control are recorded at carry over basis in accordance with ASC 805, Accounting for Business Combinations. The following table approximately summarizes the assets contributed and liabilities assumed: | Assets contributed:
Cash
Prepaid expenses and other current assets | \$ 23,308,000
338,000 | |---------------------------------------------------------------------------------------------------------------------|--------------------------------------| | Liabilities assumed:
Incentive compensation payable
Accounts payable and accrued expenses
Deferred revenue | (9,376,000)
(35,000)
(385,000) | | Net assets contributed | \$ 13,850.000 | # **NOTE 4 - PROPERTY AND EQUIPMENT** Property and equipment approximately consist of the following at December 31 , 2024: | Equipment | \$
294,000 | |----------------------------------------------------|---------------| | Furniture and fixtures | 549,000 | | Leasehold improvements | 29,000 | | | 872,000 | | Less: accumulated depreciation
and amortization | (862,000) | | | \$
10,000 | # **NOTE 5- NET CAPITAL REQUIREMENT** The Company, as a member of FINRA, is subject to the Securities and Exchange Commission Uniform Net Capital Rule 15c3-1 . This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31 , 2024, the Company's net capital was approximately \$37,598,000 which was approximately \$34,791 ,000 in excess of its computed minimum net capital requirement of approximately \$2,807,000. {9}------------------------------------------------ **NOTES TO FINANCIAL STATEMENT** **DECEMBER 31, 2024** # **NOTE 6 - RELATED PARTY TRANSACTIONS** The Company leases office space under cancellable leases from affiliates. Both parties have the option to cancel the leases at any time with 30 days' notice. The Company would not incur any penalties or significant additional costs if the leases were terminated. The Company provides its products to an affiliated entity, and approximately \$2,777,000 is included in fees receivable at December 31 , 2024. The amount was subsequently paid in February 2025. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.