# BROOKWOOD SECURITIES PARTNERS, LLC X-17A-5 (2025-02-28) — Broker-dealer annual report - Company: BROOKWOOD SECURITIES PARTNERS, LLC - Form: X-17A-5 - Filed: 2025-02-28 - Period: 2024-12-31 - Accession: 0000914870-25-000001 - CIK: 914870 - File #: 8-46627 - Type: Broker-dealer - Material weakness: No - Auditor: BDO USA - Auditor location: Boston, MA - Contact: Ericka Ayles - Phone: 978-720-7500 - Website: bdo.com - Signed by: Ericka Ayles (CFO, FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/914870/000091487025000001/BSPPub2024.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 OM8 APPROVAL 0MB Number: 3US-Oll3 b pi~~: Nov, 30, 2026 E:tim ; ted ;aven,;c burde.n hour:: pc.r rt ~pon~: 12 > SEC FlLE NUM8f.R 8-46627 ## **ANNUAL REPORTS FORM X-17A-5 PART** Ill FACING PAGE Info rmation Required Pursua nt to Rules 17a-5, 17a-12. a nd 18.a-7 under the Se curities Excha nge Act of 1934 FILING FOR THE PERIOD BEGINNING **0 1/01 /24** AND ENDING 12/31 **/2 4** MM/ 00/YY MM/ 00/YY A, REGISTRANT IDENTIFICATION NAME o F FIRM: Brookwood Securities Partners, LLC TYPE OF REGISTRANT (check all applicable boxes): lil Broker-dealer O Security-based swap dealer 0 M ajor security-based swap participant D Check here if respondent is aJso an OTC derivatives deal~r ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 138 Conant Street | | (No. and Street) | | | |---------------------------------------------------------------------------------|---------------------------------------------------------------|---------------------------------------------|------------| | Beverly | MA | | 01915 | | (City) | [St ate) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Ericka L. Ayles | (978) 720-7500 | f.!aylcs@brook\,•001.irinanciaLoom | | | (Nam e) | (Area code - Telephone Number) | (E.mail Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in t
BDO USA, P.C. | (Name - if individual, st ate last, first, and mt | his filing• | | | 1 International Place | Boston | MA | 02110 | | (Add ress) | | [State) | [Zip code) | | 10/08/2003 | | 243 | | | (rt•
of Registration with PCAOS)(if applicable) FOR OFFICIAL USE ONLY | | (PCAOS Regist(t )(ii), if applicable . BDO is the brand name for the BDO network and for each of the BDO Member Firms. **2** Persons who are to respond to t he coUectM>n of info rmation contained i.n this fo rm are not required to respond unless the fo rm displays a curren tty valid 0 MB co ntrol number, {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | | 1, Erick;a Ay10, | swear {or affirm) that, to the best of my knowledge and belief, the | | | |---|--------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|--|--| | | 2~
financiil-1 report pertaining to the firm of &ookwoocl Secwilics Partoors. LLC | as of | | | | | is true and correct. I further swear (or affirm) that neithe, the company nor any
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\~--~G\,,1~········).c ~,,, | | | | | | This filing contains (check al applicaS°f.f!1ba\i,,,,,,, | | | | | | Ii (a) Statement of financial condition, | | | | | | I!!( (b) Notes to consondated statement or fil'\8octa1 condltton. | | | | | | □ (c} Statement of Income (lo!s) or, if there Is 04:her comprehensive income In the period{s) presented, a ~-Utement of | | | | | | comprehensive incol"I\C tas defined in§ 210,1-02 C>f Regu1,ation S·X). | | | | | | . (d) Statement of cash flows. | | | | | | (e) Statement of chMgt\$ in stockholders' Of partners' or sole proprietor's equity. | | | | | | □ (f) Statement of cha,,ges in bbilities subordinated to cleim.s of creditors. | | | | | | □ (g) Notes to consolidated fina ncial statements. | | | | | D | (h) Computation of net c.apilal under 17 CFR 240.1Sc3·
1 or 17 CFR 240.l&H, as applicable. | | | | | | □ (i) computalioo oitangible nt?t worth under .17 CfR 240.18a•2. | | | | | | □ U> computadon for determination of c.ustomer reserve requirements pursuant to Exhibit A to 17 CFR 24(·.1Sc3-3. | | | | | D | (k) computation for determination of security-based swap reserve requirements pursuant to Exhibit 8 to 17 CFR 240.1Sc3-3 or | | | | | | ExhibrtA to 17 CFR 240.J8a•4, as applicable. | | | | | D | (I) Computation for OeterminaUon of PA6 Requirements under Exhibit A to§ 240.15c3-3. | | | | | D | (m) Information relating to possession or control requireme.nts 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 | | | | | | 240.1Sc3· 3(p)(2) or 17 CfR 240.18a•4, as applle&ble. | | | | | | O (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation ol net capital or tangible net | | | | | | worth under 17 CFR 240.15;3•1, 17 CfR 240.183·1, or 17 CFR 240.lSa--2, a | s ap~icable, and the rese,ve ,equirements under 17 | | | | | CfR 240. t Sc3-3 or 17 CFR 24-0.18,j-4, as applicable, if material differences exist. or a s.tatement that no material d:ifferences | | | | | | exist. | | | | | | □ (p) Summary ol financial daia for subsidiaries not consolidated in the s.tc1temcnt of financltl condition. | | | | | | ii (q) Oath or affirmation In accordance with 17 CFR 240.1 ?a•S, l7 CFR 240.17a•12, or 17 CFR 240.18a•7, as applicable, | | | | | 0 | (r) Compliance report In accordance with 17 CFR 240.17a·S or 17 CFR 240,186·7, as applicable. | | | | | 0 | (s) Exemption report in accadance with 17 CFR 240.17a-S or 17 CFR 240.18a•7, as applicable. | | | | | | ii (tJ Independent public accountant's repM based on an e,camination of the statement of financial condition. | | | | - □ (u) Inde pendent pubUc accountant's report based on an examination of the finandal report: or financial statcm~nts under 17 CfR 240.17a~s. 17 CFR 240.18a•7, or 17 CFR 240.17a•12, as epplk.able. - □ M Independent publlc ,:iccountant's report based on an examination of certain s.tatements In the compliance report under 17 a:R 240.17a-S or 17 CFR 240.188·7, as applicable. - D (w} lndependent public a cc.cuntant's report based on a review of the exemption teport under 17 CFR 240.17a-S or 17 CfR 240,18a-7, as applicablt. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordanc:e with 17 GR 240.1Sc3-1e or 17 CFR 240,173·12, as applicabte. - O (y) Report describing any material inadequacies found to exist or found to have existed sin,e the date ofthe previous audit.°' a statement that no ma,erial inadequacies exist, under 17 CfR 240,17a-12(kt. □ **(t)Other. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_ \_** - - 0 *To request confidential treatment of cetTOin portions of* dlfs */ilinrt see 17 CFR 240,17o•S(e)(3J or 17 CFR 240.18a-7(d)(2), o.s appJkob/e.* {2}------------------------------------------------ Statements of Financial Condition December 31, 2024 and 2023 {3}------------------------------------------------ Statements of Financial Condition December 31, 2024 and 2023 {4}------------------------------------------------ ### **Contents** | Report
of Independent Registered Public Accounting Firm | | |------------------------------------------------------------|-----| | Statements of Financial Condition | | | Statements of Financial Condition | 4 | | Notes to Statements of Financial Condition | 5-7 | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) Tel: 617-422-0700 Fax: 617-422-0909 **www.bdo.com** #### **Report of Independent Registered Public Accounting Firm** Brookwood Financial Partners, LLC, the sole member of Brookwood Securities Partners, LLC Beverly, Massachusetts #### **Opinion on Financial Statements** We have audited the accompanying statements of financial condition of Brookwood Securities Partners, LLC (the "Company") as of December 31, 2024 and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements presents fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, 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 the Company's financial statements based on our audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. We have served as the Company's auditor since 2001. February 27, 2025 BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. {6}------------------------------------------------ ### **Statements of Financial Condition** | December 31, | 2024 | 2023 | |----------------------------------------|---------------|-----------------| | Assets | | | | Cash and Cash Equivalents | \$
708,592 | \$
1,231,932 | | Prepaid Expenses and Other Assets | 41,862 | 43,068 | | Total Assets | \$
750,454 | \$
1,275,000 | | Liabilities and Member's Equity | | | | Liabilities | | | | Commissions Payable | \$
- | \$
115,612 | | Due to Affiliates | 10,189 | 18,215 | | Accrued Bonus | 47,000 | 47,500 | | Professional Fees Payable | 55,804 | 81,900 | | Accrued Payroll | 7,536 | 22,812 | | Accrued Expense Reimbursement | 8,709 | 9,403 | | Accounts Payable | 271 | 748 | | Total Liabilities | 129,509 | 296,190 | | Commitments and Contingencies (Note 5) | | | | Member's Equity | 620,945 | 978,810 | | Total Liabilities and Member's Equity | \$
750,454 | \$
1,275,000 | *See accompanying notes to statements of financial condition.* {7}------------------------------------------------ ### **Notes to Statements of Financial Condition** #### **1. Organization** Brookwood Securities Partners, LLC (the "Company") was first formed as a limited partnership (Brookwood Securities Partners, L.P.) organized under the laws of the State of Delaware for the purpose of serving as a broker-dealer in the sale of ownership interests in direct participation programs (the "Programs"). The Company operated under the exemptive provisions of SEC Rule 15c3-3K(2)(i) until the issuance of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. 2040.17a-5. Pursuant to Footnote 74 of the SEC Release noted above, the Company is a Non-Covered Firm. In January 2021, the Company amended its Membership Agreement with the Financial Industry Regulatory Authority, Inc. ("FINRA"), stating the Company will not claim an exemption from SEC Rule 15c3-3K(2)(i), in reliance on Footnote 74. The Company limits its activities to those contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. 2040.17a-5. The Company was organized on September 23, 1993, and commenced operations on April 14, 1994, upon receipt of its operating license from FINRA. The Programs are managed by affiliates of the Company. The Company is engaged in a single line of business as a securities broker-dealer, which operates in one reporting segment and earns commission and fee income. The Company has identified its Chief Executive Officer and Chief Financial Officer as the chief operating decision makers ("CODM"), who uses net income to evaluate the results of the business. Additionally, the CODM uses excess net capital (Note 3), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. 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. Brookwood Financial Partners, LLC ("BFP") is the sole member of the Company. #### **2. Summary of Significant Accounting Policies** #### *Financial Reporting and Use of Estimates* The financial statements of the Company have been prepared on the accrual basis in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). 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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. #### *Cash and Cash Equivalents* It is the Company's policy to place its cash and cash equivalents in high quality financial institutions. At times these deposits may exceed federally insured limits. The Company does not believe significant credit risk exists with respect to these institutions. The cash balance includes an account that was \$458,592 and \$981,932 in excess of FDIC insurance limits on December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the company did not have any cash equivalents. {8}------------------------------------------------ ### **Notes to Statements of Financial Condition** #### *Income Taxes* The Company is not required to file Federal or state income tax returns due to it being a single member limited liability company. The Company's income, gains, losses, deductions and credits are included on BFP's tax return. Accordingly, there is no provision for income taxes in the accompanying financial statements. BFP, as a limited liability company, is not subject to Federal or state income taxes as its members are required to report on their Federal and state income tax returns their share of BFP's income, gains, losses, deductions and credits. #### *Adopted Accounting Standards* ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). This guidance improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard became effective for the year ending December 31, 2024, and the Company has adopted the new guidance. #### **3. Net Capital Requirements** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission's Uniform Net Capital Rule (SEC Rule 15c3-1). This rule requires the maintenance of minimum net capital, as defined, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness, as defined, and requires that the ratio of aggregate indebtedness to net capital ratio shall not exceed 15 to 1 of aggregate indebtedness. In addition, equity capital may not be withdrawn or cash dividends paid if the resulting ratio of aggregate indebtedness to net capital would exceed 10 to 1. At December 31, 2024, the Company had \$579,083 of net capital, which was \$570,449 in excess of required net capital. At December 31, 2023, the Company had \$935,742 of net capital, which was \$915,996 in excess of required net capital. The Company's aggregate indebtedness to net capital ratio was 0.22 to 1 as of December 31, 2024 and 0.32 to 1 as of December 31, 2023. The Company limits its activities under Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. 2040.17a-5, none of which require the Company to prepare a "Computation for Determination of Reserve Requirements" or the schedule of "Information Relating to Possession or Control Requirements." Reconciliation of member's equity to net capital under SEC Rule 15c3-1 is as follows: | December 31, | 2024 | 2023 | |------------------------------------------------------------------------|-------------------------|-------------------------| | Member's equity qualified for net capital
Less non-allowable assets | \$
620,945
41,862 | \$
978,810
43,068 | | Net capital under SEC Rule 15c3-1 | \$579,083 | \$935,742 | #### **4. Related Party Transactions** The Company has entered into an expense agreement with its member, BFP, to provide office space and support functions to the Company at no cost. Under the terms of the agreement, any expenses directly relating to the Company's brokerage activities are paid by the Company. As of December {9}------------------------------------------------ ### **Notes to Statements of Financial Condition** 31, 2024, and 2023, \$9,744 and \$18,215, respectively, were reimbursable to BFP for expenses relating to the Company's brokerage activities. #### **5. Commitments and Contingencies** In connection with the Company's activities, the Company may from time to time, be party to suits and claims. The Company may enter into contracts that contain a variety of indemnifications. The Company's maximum exposure with respect to these claims and arrangements are unknown. However, the Company has not had prior claims or losses and expects the risk of loss at December 31, 2024 to be remote. #### **6. Liquidity** The Company incurred losses of \$957,865 and \$1,082,844 in 2024 and 2023 and had cash used in operations of \$1,123,340 and \$952,978 in 2024 and 2023, respectively. The Company has received contributions of \$600,000 and \$1,000,000 from its sole member, BFP, to fund its cash requirements in 2024 and 2023, respectively. The Company has received a commitment from BFP stating they will continue to support the Company's cash requirements through March 2026. #### **7. Subsequent Events** The Company evaluated all events and transactions that occurred after December 31, 2024 through February 27, 2025, the date the financial statements were issued. Management has determined that there are no material events that would require adjustment to, or disclosure in, the Company's financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.