# ADP BROKER-DEALER, INC. X-17A-5 (2024-08-23) — Broker-dealer annual report - Company: ADP BROKER-DEALER, INC. - Form: X-17A-5 - Filed: 2024-08-23 - Period: 2024-06-30 - Accession: 0000934684-24-000004 - CIK: 934684 - File #: 8-47885 - Type: Broker-dealer - Material weakness: No - Auditor: Deloitte & Touche LLP - Auditor location: New York, NY - Contact: Patricia M Barrenechea - Phone: 9734044168 - Email: patricia.barrenechea@adp.com - Website: adp.com - Signed by: James Blake (President) Original filing: https://www.sec.gov/Archives/edgar/data/934684/000093468424000004/fy24public1.pdf --- {0}------------------------------------------------ ADP BROKER-DEALER, INC. (A Wholly Owned Subsidiary of ADP Atlantic, LLC) (S.E.C. I.D. No. 8-47885) #### FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF AND FOR THE VEAR ENDED JUNE 30, 2024, AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM • • • • • • This report is deemed **CONFIDENTIAL** in accordance with Rule 17a-S(e)(3) under the Securities Exchange Act of 1934. A statement of financial condition bound separately, has been filed with the Securities and Exchange Commission simultaneously herewith as a Public Document. {1}------------------------------------------------ #### UNITED STATES SECURITIES ANO EXCHANGE COMMISSION Washinaton, D.C. 20549 | ANNUAL REPORTS | |----------------| | FORM X-17A-S | | PART Ill | #### 0MB APPROll~l 0MB Plumbrr: lUS·OIH E•pirn No, )(I, 2() *l6* C1tim.1ed •'"°'~~ burden hoow, perr.-.pon10- I! SIC 11l£ fWMl!UI 8-47885 FAONG PAGE Information Rc:quifcd Punu;intto Rules l 7.i•5, 17i1•12, ;and 11.1•7 under the Sccuri11c:s Exchange Act of 1934 | FILING FOR THE PERIOD BEGINNING ___ | __
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_ | | |------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|-----------------------------------------|--------------------------|--| | | MM/ 0O/Yi' | | Mt.ti OO/'IV | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: ADP Broker-Dealer. Inc. | | | | | | TYPE OF REGISTRANT (ched: all applicable boxes):
l!l Broker-dealer
: Ch11ck hP.r@ If r~pondent t-; alsr, .in 01 C dl>r.Vo'ltNe~ rl.!aler | O Security-based swap dealer | 0 Major security-based swap participant | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. boK no.f | | | | | | 1 ADP Boulevard | | | | | | | jNo. ind Str~t.l | | | | | Roseland | New Jersey | | 07068 | | | (City) | !St;itcl | | (lip Co11 11at~mt!nt ol lac~ ard clrcum~tances relfl!d °" d§ th.! basis ol the ei.emptlon. St!t 17 CTR 240.17.a•S(eJ(ll(ll), If opplluible. **Pe,-s wtio IN! to re'POf'ld to** Ille **colJetlfon of Information contained** In \his **fo,m ere not required 10 re,spond unless** lite fotm **cr.spla-,1 e a.trl!fftly --'Id 0MB control n..nb«.** {2}------------------------------------------------ #### OATH OR AFFIRMATION I, James Blake, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of ADP Broker-Dealer, Inc. as of June 30, 2024, is true and correct. I further swear (or affirm) that neither ADP Broker-Dealer, Inc. nor any partner, officer, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. ![](_page_2_Picture_4.jpeg) This fllln1•• contains (check all applicable bo ei): - DI (•l Statement of financial condition. - O! (bl Notes to consolidated statement of financial condition - [X (c] Stalemcnt of income (Ion) or. ii there Is other comprehensive Income in lhe period(sl presented, a 1tatC'llCl'lt of - comprehensive income (as defined In§ 210.1-02 of Rcgulallon S-X). - Ill! Id I Statement of cuh flows. - IXl le) Statement of changes in stockholdcn' or partners' or sole, proprh:tor'1 equity. - D If) Statement of changes In liabilities subordinated to claims of creditors. - Xl 1st Notes to consolidated financl.il st.itemenll. - }'J (h) Computation of net apltal under 17 CFR 240.lScl•I or 17 CFR 240.Jga.J, aupplicable. - **t: 0, C0111puti1Uon of tanslblc net worth under 17 CFR 240.lBa-2.** - JC Ut Computation for determination of customer rescrve requirements purnrant lo Eohlblt A to 17 CFR 240.15c3,3. - 1k) Computation for determination of sca,rity•bucd swap reserve requirements pursuant 10 Elhiblt B to 17 CFR 240.lScl 3 or Echlbit A to 17 CFR 240.18a,4, ,1' appllablc. - Jl (I) Computation for Determination of PAB Requirements under bhibit A to § 240. lSc.3· 3. - ;x Im) Information relatins ID possession or control requirements for customets under 17 CFR 240.1Sc3·3. - (nl Information relating to possession or control requirements for SService fee receivable - net of allowance for bad debt of\$ 5,469
Other assets | \$ 69,559,526
23,333,131
1,500,324 | |-------------------------------------------------------------------------------------------|------------------------------------------| | Total Assets | \$ 94,392,981 | | | | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES: | | | Payable to Affiliate | \$ 19,026,617 | | Taxes payable to Affiliate | 19,969,637 | | Accrued expenses and other liabilities | 263,501 | | Total Liabilities | \$39,259,755 | | STOCKHOLDER'S EQUITY: | | | Common stock, \$1,000 par value•· authorized and outstanding, 100 | | | shares | \$100,000 | | Paid-in capital | 24,713,758 | | Retained earnings | 30,319,468 | | Total stockholder's equity | 55,133,226 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$ 94,392,981 | See notes to financial statements. {5}------------------------------------------------ ## **STATEMENT OF INCOME FOR THE YEAR ENDED JUNE 30, 2024** | Revenue: | | | |-----------------------------|----------------|--| | Service fees | \$ 141,295,360 | | | Collective Investment Trust | 6,452,468 | | | Interest | 1,586,832 | | | Total Revenue | \$ 149,334,660 | | | Expenses: | | |------------------------------------------|------------------| | Management service fees | \$ 64,984,320 | | Professional and other fees | 4,043,092 | | Bad debt expense | (3,525) | | Total expenses | \$
69,023,887 | | Income Before Provision for Income Taxes | 80,310,773 | | Provision for Income Taxes | 19,970,594 | | Net Income | \$
60,340,179 | See notes to financial statements. {6}------------------------------------------------ ## **STATEMENT OF CASH FLOWS FOR THE VEAR ENDED JUNE 30, 2024** | OPERATING ACTIVITIES: | | | |-----------------------------------------------------------------------------------------------|----|--------------| | Net income: | \$ | 60,340,179 | | | | | | Adjustments to reconcile net income to cash flows provided by (used in) operating activities: | | | | Non-cash items included in net income: | | | | Bad debt expense | | (3,793) | | Deferred tax expense | | 957 | | (Increase) decrease in operating assets: | | | | Service fee receivable | | (1,945,067) | | Other assets | | (302,137) | | Increase (decrease) in operating liabilities: | | | | Payable to Affiliate | | 127,332 | | Taxes payable to Affiliate | | 2,008,309 | | Accrued expenses and other liabilities | | (28,196) | | | | | | Net cash provided by (used in) operating activities | \$ | 60,197,583 | | | | | | FINANCING ACTIVITIES: | | | | Dividends paid to Parent | | (74,000,000) | | | | | | Net cash provided by (used in) financing activities | \$ | (74,000,000) | | | | | | NET DECREASE IN CASH | | (13,802,417) | | | | | | CASH • beginning of fiscal year | | 83,361,943 | | | | | | CASH - end of fiscal year | \$ | 69,559,526 | | | | | | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | Cash paid for income taxes | s | | | | | 17,961,328 | See notes to financial statements. {7}------------------------------------------------ (A Wholly Owned Subsidiary of ADP Atlantic, LLC) ## STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE **YEAR ENDED JUNE 30, 2024** | | Common
Stock | Paid-In
Capital | Retained
Earnings | Stockholder's
Equity | | |----------------------------|-----------------|--------------------|----------------------|-------------------------|--| | BALANCE -
JULY 1, 2023 | \$
100,000 | \$24,713,758 | \$ 43,979,289 | \$
68,793,047 | | | Net
income | | | 60,340,179 | 60,340,179 | | | Dividends paid to Parent | | | (74,000,000) | (74,000,000) | | | JUNE 30, 2024
BALANCE - | \$
100,000 | \$24,713,758 | \$ 30,319,468 | \$
55,133,226 | | - 6 - {8}------------------------------------------------ ## **NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2024** #### **1. ORGANIZATION AND BUSINESS DESCRIPTION** **Organization** - ADP Broker-Dealer, Inc. (the "Company") is a broker-dealer registered with the Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Company and ADP, Inc. ("ADP" or the "Affiliate") are wholly owned subsidiaries of ADP Atlantic, LLC (the "Parent"), which is a wholly owned subsidiary of Automatic Data Processing, Inc. **Business Description** - The Company was formed to receive compensation from mutual fund companies on a shared compensation basis (marketing, distribution and service fees). The Retirement Services division of the Affiliate provides 401(k) plans to existing and prospective clients of ADP. Those 401(k) plans offer securities of major mutual fund companies on a payroll deduction basis, through ADP. The Company does not solicit investments or handle customer funds or securities. #### **2, ACCOUNTING POLICIES** **Basis** of **Presentation** - The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Use of Estimates in the **Preparation** of Financial Statements - The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures of assets, liabilities, revenues and expenses during the reporting period. Management makes estimates regarding the collectability of receivables, deferred taxes, accrual of certain expenses, and other matters that affect reported amounts. Actual results could differ from the estimates included in the financial statements. **Service Fee Revenue and Receivables** -The Company recognizes revenue to depict the transfer of promised services to its customers (mutual fund companies) in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. To achieve that principle, the Company applies the following steps: identify the contract(s) with the customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The Company's agreements have legally enforceable terms of 30 days. Revenues are attributable to service fees for marketing and distributing (primarily 12b-1 fees) and service fees (primarily Sub TA and CIT's fees) 401(k) plans on behalf of the customers. Based upon similar operational and economic characteristics, the Company's service fees are disaggregated as these revenue categories depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. {9}------------------------------------------------ #### 12b-1 service fees Consideration for 12b-1 service fees is variable and revenue is constrained because of factors outside the Company's control (such as the market value of the funds' shares at future points in time and the length of time the investor will remain invested in the funds). Uncertainty associated with the variable consideration is resolved and revenue is recognized upon determination of the asset value of the fund. The revenue is recognized over the performance period of the relevant contract. The Company recognized 12b-1 service fees in the amount of \$90,288,331 for the fiscal year ended June 30, 2024. #### Sub TA and Collective Investment Trust service fees Consideration for service fees is variable and revenue is constrained because of factors outside the Company's control (such as the market value of the funds' shares at future points in time and the length of time the investor will remain invested in the funds) and recognized upon determination of the asset value of the fund. Service fees are recognized over the performance period of the relevant contract as the customer simultaneously receives and consumes the benefits of the services as the Company performs them. The output method is used to recognize the revenue as time elapsed (daily) portrays the service carried out by the Company for the customer. The Company recognized Sub TA fees in the amount of \$51,007,029 and Collective Investment Trust fees in the amount of \$6,452,468 for the fiscal year ended June 30, 2024. #### Service fee Receivable The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. The Company expects to collect consideration within 10 to 45 days of billing. We assess the collectability of revenues based primarily on the creditworthiness of the customer as determined by the customer's payment history. The Company maintains an allowance for bad debt reserve through percentages based on aging. The allowance is included in the net service fee receivable on the statement of financial condition. **Cash** - All cash is on deposit in interest-bearing account. **Fair Value of Financial Assets and Liabilities** - The Company's financial assets and liabilities are recorded at amounts that approximate fair value. Fair value is defined as 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. The carrying amounts are recorded at these values because they are short-term in duration, have no defined maturity, or have market based interest rates. Such assets and liabilities include cash, service fee receivable, other assets, payable to affiliate, and accrued expenses and other liabilities. The Company uses a three-level classification hierarchy of fair value measurements that establishes the quality of inputs used to measure fair value. Details for the descriptions of the three levels follow: Level 1-Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in active markets as of the valuation date. {10}------------------------------------------------ #### **(A Wholly Owned Subsidiary of ADP Atlantic, LLC)** Level 2 - Inputs to the valuation methodology are quoted market prices for similar assets and liabilities in active markets; quoted market prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable for the asset or liability. Level 3 - Inputs to the valuation methodology are unobservable and reflect the Company's own assumptions about the estimates market participants would use pricing the asset or liability based on the best information available in the circumstances **(e.g.,** internally derived assumptions surrounding timing and amount of expected cash flows). The carrying value of the financial assets and liabilities approximates fair values due to their short-term nature. The carrying amount and estimated fair values of the company's financial instrument assets and liabilities which are not measured at fair value on the Statement of Financial Condition are listed in the table below. | Carrying Amount | Level I | Level II | Level Ill | Total | |-----------------|------------|------------|-----------|------------| | | | | | | | 69,559,526 | 69,559,526 | | | 69,559,526 | | 23,333,131 | | 23,333,131 | | 23,333,131 | | | | | | | | 19,026,617 | | 19,026,617 | | 19,026,617 | | | | | | | **June 30, 2024** **Other Assets-The** Company has other assets which represent prepaid expenses primarily related to professional fees. The deferred tax asset balance is also included in other assets. **Accrued Expenses and Other Liabilities** - The Company has accrued expenses and other liabilities which represent payments due for outside services performed and other various liabilities. **Expense Allocation** - Substantially all the Company's expenses are recorded at ADP and are transferred to the Company or are allocated to the Company based upon allocation factors which estimate the use of goods or services. The primary factors used in the allocation process are licensed registered representatives **as a** percent of total headcount of the respective departments is for expenses related to legal, finance, compliance, human resources, end-user computing, marketing, and other professional expenses. The other factor used is estimated asset-based revenue as a percent of total revenue on new sales for sales and marketing expenses. **Income Taxes** - The results of operations of the Company are included in the consolidated federal income tax return of the Affiliate. The Company is allocated by the Affiliate a direct intercompany charge equivalent to taxes due on income as if it were filing a tax return on an individual company basis. This is pursuant to a tax sharing agreement. {11}------------------------------------------------ #### **(A Wholly Owned Subsidiary of ADP Atlantic, LLC)** The Company uses the asset and liability method in providing income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in financial statements or tax returns. **Dividend to Parent** - As a wholly owned subsidiary, the Company regularly, after evaluating its net capital levels and upon approval of the Board of Directors may make cash dividends to the Parent. #### **3. INCOME TAXES** Income taxes are accounted for in accordance with ASC 740, Accounting for Income Taxes, which requires that deferred tax assets and liabilities be provided for all temporary differences between the book and tax basis of assets and liabilities. The Company has a deferred tax asset of \$1,365 at June 30, 2024, which relates to a temporary difference due to the allowance for bad debt, and is included within the other assets line on the statement of financial condition, The difference between the federal statutory tax rate and the Company effective tax rate relates to state taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company applies a more-likelythan•not recognition threshold for all tax uncertainties as the Company is permitted to recognize only those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. The Company did not have any unrecognized tax benefits or liabilities resulting from tax positions related to either the year ended June 30, 2024, or other periods. The Company does not expect any change in unrecognized tax benefits or liabilities within the next year. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Tax related interest and penalties would be included in the provision for income taxes on the statement of income of the Company. The Company had no interest and penalties included in the statement of financial condition and the statement of income as of and for the year ended June 30, 2024, respectively. The ADP tax returns, which include the Company's activity, are routinely examined by the IRS and tax authorities in foreign countries in which it conducts business, as well as tax authorities in states in which it has significant business operations. The Company's activity is no longer subject to state and local examinations for fiscal years before 2016. Total provision for income taxes | Current; | | |-----------------|------------------| | Federal | \$
16,039,040 | | State and local | 3,930,597 | | | 19,969,637 | {12}------------------------------------------------ ## **(A Wholly Owned Subsidiary of ADP Atlantic,** LLC) | Total provision for income taxes | \$
19,970,594
======--=== | |----------------------------------|---------------------------------| | | 957 | | State and local | 203 | | Federal | 754 | | Deferred: | | #### **4. ALLOWANCE FOR DOUBTFUL ACCOUNTS** The roll forward of the allowance for doubtful accounts consisted of the following for the fiscal year ended June 30, 2024: | Balance at beginning of year
Current year provision | \$
(9,262)
3.793 | |--------------------------------------------------------|------------------------| | Balance at end of year | \$
(5,469) | ## **5. REGULATORY REQUIREMENTS** As a registered broker-dealer, the Company is subject to the Uniform Net Capital Rule (Rule 1Sc3-1) under the Securities Exchange Act of 1934, which 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. The rule also requires that the ratio of aggregate indebtedness, as defined, to net capital shall not exceed 15 to 1. At June 30, 2024, the Company had net capital of \$30,299,771 which was \$27,682,453 in excess of its required net capital of \$2,617,318. The Company's ratio of aggregate indebtedness to net capital was 1.30 to 1 at June 30, 2024. The Company claims exemption from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 in reliance on Footnote 74 of the SEC Release No. 34-70073. #### **6. RELATED-PARTY TRANSACTIONS** **Management Services Fees** -As defined in the Management Services Agreement (the "Agreement") between the Company and ADP, the Company shall pay ADP, for each calendar quarter, a management services fee equal to 108% of ADP's allocated costs and expenses. The management services fees represent various expenses incurred directly and indirectly in the conduct of the Company's business such as sales compensation, plan implementation, client and participant services, finance, compliance, legal, human resources, end-user computing, marketing, and other professional expenses. The transfer pricing markup was determined at 8% of fully allocated costs and expenses. The resulting amount of costs and expenses allocated to the Company was \$64,984,320 for the year ended June 30, 2024, primarily consisting of \$25,736,827 allocated using licensed registered representatives as a percent of total headcount factor {13}------------------------------------------------ #### **(A Wholly Owned Subsidiary of ADP Atlantic, LLC)** and \$39,247,493 using estimated asset-based revenue as a percent of total revenue on new sales factor. There is a payable to the Affiliate in the amount of \$19,026,617 at June 30, 2024 primarily related to payables under the Agreement. **Income Taxes** - The results of operations of the Company are included in the consolidated federal income tax return of the Affiliate. The Company is allocated by the Affiliate a direct intercompany charge equivalent to taxes due on income as if it were filing a tax return on an individual company basis. There is an income tax payable to the Affiliate in the amount of \$19,969,637 at June 30, 2024. **Dividends to Parent** - The Board of Directors approved and the Company paid dividends of \$74,000,000 to the Parent during the year ended June 30, 2024. ## **7. RISK FACTORS** Cash: The Company maintains cash with J.P. Morgan Chase & Co. The Company's policy is designed to limit exposure with any one financial institution. As part of its credit and risk management processes, the Company performs periodic evaluations of the relative credit standing of the financial institution with whom it places funds. The Company also monitors the condition of the financial institution with whom it places funds on an ongoing basis to identify any significant change in a financial institution's condition. If such a change takes place, the amounts deposited in such financial institution may be adjusted. Service fee receivable: Credit risk related to Service fee receivable involves the risk of nonpayment by the counterparty. Credit risk is diversified due to the large number of fund families comprising the Company's customer base. The Company also performs ongoing credit evaluations of the financial conditions of its customers and evaluates the delinquency status of the receivables. #### **8. SUBSEQUENT EVENTS** The Company paid a dividend to the Parent on August 13, 2024, in the amount of \$17,000,000. The Company has evaluated all other events and transactions that occurred subsequent to June 30, 2024 through the date these financial statements were issued, and has determined there were no other events or transactions during such period which would require recognition or disclosure in these financial statements. {14}------------------------------------------------ # SUPPLEMENTAL SCHEDULES {15}------------------------------------------------ #### **SUPPLEMENTAL SCHEDULE H** #### **COMPUTATION OF NET CAPITAL UNDER 17 CFR 240.1SC3-1** #### **AS OF JUNE 30, 2024** | TOTAL STOCKHOLDER'S EQUITY | \$
55,133,226 | |------------------------------------------------------------------------|------------------| | NONALLOWABLE ASSETS: | | | - Service Fee Receivable | (23,333,131) | | - Prepaid Expenses | (1,498,959) | | • Deferred Tax Asset | (1,365) | | Total nonallowable assets | (24,833,455) | | NET CAPITAL | \$
30,299,771 | | NET CAPITAL REQUIREMENT | | | (Greater of \$5,000 or 6 2/3% of aggregate indebtedness) | 2,617,318 | | EXCESS NET CAPITAL | \$
27,682,453 | | AGGREGATE INDEBTEDNESS | | | (Total aggregate indebtedness on the statement of financial condition) | \$
39,259,755 | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | 1.30 | NOTE: There is no material difference between the computation of net capital as computed above and as reported by the Company in its unaudited Part Ill of Form X-17 A-5 as of June 30, 2024. {16}------------------------------------------------ SUPPLEMENTAL SCHEDULES J, Land M COMPUTATION FOR DETERMINATION OF CUSTOMER RESERVE REQUIREMENTS PURSUANT TO EXHIBIT A TO 17 CFR 240.15C3-3 AND COMPUTATION FOR DETERMINATION OF PAB REQUIREMENTS UNDER EXHIBIT A TO§ **240.15C3-3 AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS FOR CUSTOMERS UNDER 17 CFR 240.15C3-3. AS OF JUNE 30, 2024** The company does not carry customer accounts or otherwise hold customer funds and is exempt from computation of customer and PAB reserve requirements and the information relating to possession or control requirements by relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 as the Company's activities are limited to marketing, distribution, and administrative services provided exclusively to mutual fund companies. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.