# COADY DIEMAR PARTNERS, LLC X-17A-5 (2022-04-01) — Broker-dealer annual report
- Company: COADY DIEMAR PARTNERS, LLC
- Form: X-17A-5
- Filed: 2022-04-01
- Period: 2021-12-31
- Accession: 0001261267-22-000001
- CIK: 1261267
- File #: 8-66123
- Type: Broker-dealer
- Material weakness: No
- Auditor: RW Group LLC
- Auditor location: Kennett Square, PA
- Contact: Jonathan Anzaldo
- Phone: 212-901-2627
- Email: jonathan@coadydiemar.com
- Website: coadydiemar.com
- Signed by: Clifford G. Adams, Jr. (CEO, CCO, CFO)
Original filing: https://www.sec.gov/Archives/edgar/data/1261267/000126126722000001/CDP21s.pdf
---
{0}------------------------------------------------
UNITED STATES ; i **SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** [
> I I I
# **ANNUAL REPORTS** I **FORM X-17A-5 PART** Ill
0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12
| SEC FILE NUMBER | |
|-----------------|--|
| 8-66123 | |
**FACING PAGE** I
**Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934**
| FILING FOR THE PERIOD BEGINNING O 1/01/2021 | | I
AND E~DING 12/31 | | /2021 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|-----------------------|--------------------------|---------------------------------------------|
| | MM/D0/YY | !
I | | MM/DD/YY |
| | A. REGISTRANT IDENTIFICATION ! | | | |
| NAME o F FIRM: Coady Diemar Partners, LLC | | | | |
| TYPE OF REGISTRANT (check all applicable boxes):
D Securit
[:;J Broker-dealer
0 Check here if respondent is also an OTC derivatives dealer | y-based swap dealer | | | D Major seFurity-based swap participant |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | |
| 270 Lafayette Street, Suite 204 | | | | |
| | (No. and Street) | | | |
| New York | NY | | 10012 | |
| (Cit y) | (State) | | | (Zip Code) |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | |
| Jonathan Anzaldo
212 901 2627 | | | jonathan@coadydiemar.com | |
| {Name) | {Area Code - Telephone Number)
: | | {Email Addn ss) | |
| | B. ACCOUNTANT IDENTIFICATION: | | | |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in t his filing* | | I
l | | |
| RW Group LLC | | | | |
| 400 Old Forge Lane, Suite 401 | {Name - if individual, state last, first, and middle name)
Kennett Square | | PA | 19348 |
| (Address) | (City) | | (State) | (Zip Code) |
| 02/23/2010 | | 5020 | | |
| (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registratio n Number, if applicable) |
| • Claims for exemption from t he requirement that the annual reports be covered by t_he reports of an ir dependent public | FOR OFFICIAL USE ONLY | ' : | | |
accountant must be supported by a statement of facts and circumstances relied onias the basis of th1 exemption. See 17 CFR 240.17a-S{e)(l)(ii), if applicable. i !
**Persons who are to respond to the collection of information contained 1n this form a~e not required to respond unless the form displays a currently valid 0MB control** number.
{1}------------------------------------------------
#### **OATH OR AFFIRMATION**
| | I, Clifford G. Adams, Jr. | | swear (or affirm) that, lto the best of my knowledge and belief, the | |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|-------------------------------------------------------------------------------------------------|--|
| | 2~
financial report pertaining to the firm of Coady Diemar Partners. LLC
12/31 | | as of
;
is true and correct. I further swe~r (or affirm) that neither the company nor any | |
| | partner, officer, director, or equivalent person, as the case may be, has any proi:,riet | | ary interest in any account classified solely | |
| | as that of a customer. | | | |
| | | | I | |
| | | Signature: | i | |
| | | Title: | t
; | |
| | | | CEo, c¢o,CFO | |
| | | | | |
| | | KATHLEEN DEFLAUN
NOTARY PUBLIC, STATE~ F NEW YORK | | |
| | | Registration No. O l~ 6195369 | | |
| | This filing•• contains {check all applicable boxes): | Qualified in New Y~ K County | | |
| | ~ (a) Statement of financial condition. | My Commission Expires 9 :rober 20, 202~ | | |
| | ~ (b) Notes to consolidated statement of financial condition. | | | |
| 0 | (c) Statement of income (loss) or, if there is other comprehensive income in t | | he 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 equit . | | | |
| | 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-1,, s applicable. | | | |
| D | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | |
| 0 | (j) Computation for determination of customer reserve requirements pursuant; o Exhibit A to 17 CFR 240.15c3-3. | | | |
| 0 | (k) Computation for determination of security-based swap reserve requirement pursuant to Exhibit B to 17 CFR 240.15c3-3 or | | | |
| | Exhibit A to 17 CFR 240.18a-4, as applicable. | | | |
| D | (!) Computation for Determination of PAB Requirements under Exhibit A to§ i., 0.15c3-3. | | | |
| 0 | (m) Information relating to possession or control requirements for customers \J"1der 17 CFR 240.15c3-3. | ! | | |
| D | (n) Information relating to possession or control requirements for security-basE d 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 wi1 h 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 a~1~licable, and the reserve requirements under 17 | | | |
| | CFR 240.1Sc3a3 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 dat
a for subsidiaries not consolidated in the stateme~ of financial condition. | | | |
| | ~ (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-1 , 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-i as applicable. | | | |
| | D (s) Exemption report in accordance with 17 CFR 240.l 7a-5 or 17 CFR 240.18a-7,, as applicable. | | | |
| | ~ (t) Independent public accountant's report based on an examination of the stai ~ment of financial condition. | | | |
| D | (u) Independent public accountant's report based on an examination of the finrncial 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 tatements in the compliance report under 17
CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | |
| 0 | (w) Independent public accountant's report based on a review of the exemptio1 report under 17 CFR 240.17a-S or 17 | | | |
| | CFR 240.18a-7, as applicable. | | | |
| D | (x) Supplemental reports on applying agreed-upon procedures, in accordance~ ith 17 CFR 240.15c3-le or 17 CFR 240. l 7a-12, | | | |
| | as applicable. | | | |
| | D (y) Report describing any material inadequacies found to exist or found to hav~ 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 confidentiol treatment of certain portions of this filing, see 17 CF/ 240.17a-5(e}{3) or 17 CFR 240.18a-7(d}{2), as
applicable. | | | |
{2}------------------------------------------------
**COADY DIEMAR PARTNERS,** LLC
Statement of Financial Condition
December 31, 2021
{3}------------------------------------------------
#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Members of Coady Diemar Partners, LLC
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Coady Diemar Partners, LLC as of December 31, 2021, and the related notes (collectively referred to as the financial statement). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Coady Diemar Partners, LLC as of December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
#### **Basis for Opinion**
This financial statement is the responsibility of Coady Diemar Partners, LLC's management. Our responsibility is to express an opinion on Coady Diemar Partners, LLC's financial statement based on our audit. We are a publ ic accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Coady Diemar Partners, LLC in accordance with the U.S. federal securities law 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 include examining, on a test basis, evidence regarding the amounts and disclosures in the financial stat ements. Our audit also included evaluating the accounting principles and significant estimates made by management, as well as evaluating the overall presentat ion of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as Coady Diemar Partners, LLC's auditor since 2020. Kennett Square, Pennsylvania March 29, 2022
{4}------------------------------------------------
## **Coady Diemar Partners, LLC Statement of Financial Condition December 31, 2021**
| Assets | |
|---------------------------------------|---------------|
| Cash and cash equivalents | \$ 1,043,723 |
| Fees receivable, net | 35,000 |
| right of use
Operating lease - | 354,845 |
| Prepaid expenses and other assets | 22,730 |
| Total Assets | \$ 1,456,298 |
| Liabilities and Members' Equity | |
| Liabilities | |
| Accounts payable and accrued expenses | \$
19,407 |
| ing lease liability
Operat | 369,024 |
| Total Liabilities | \$
388,431 |
| Members' Equity | 1,067,867 |
| Total Liabilities and Members' Equity | \$ 1,456,298 |
The Notes to Financial Statements are an integral part of this Statement
{5}------------------------------------------------
## **Coady Diemar Partners, LLC Notes to the Financial Statements Year Ended December 31, 2021**
#### **1. Organization and Nature of Business**
Coady Diemar Partners, LLC {the "Company") was organized as a Delaware Limited Liability Company, is a registered broker-dealer under the Securities Exchange Act of 1934 ("SEC"), and is a member of the Financial Industry Regulatory Authority {"FINRA"). The Company provides advisory services and arranges private placement of securities for institutional clients. The Company shall continue in existence until December 31, 2053, unless terminated at an earlier date in accordance with the provisions of the Operating Agreement.
#### **2. Significant Accounting Policies**
#### **Basis of Accounting**
The financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America.
#### **Cash and Cash Equivalents**
Cash and cash equivalents include cash on hand and in the bank, as well as short-term securities held for the primary purpose of general liquidity. Such securities normally mature within three months from the date of acquisition.
#### **Fair Value of Assets and Liabilities**
Securities, when held, are valued at fair value, as required. Refer to Note 5 - Fair Value Measurements for related disclosures.
#### **Revenue Recognition**
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The new revenue recognition guidance requires that an entity recognize revenue due to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five step model to (a) identify the contract(s) with a customer, {b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The revenue recognition guidance does not apply to revenue associated with financial instruments, interest income and expense, leasing and insurance contracts.
Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement completed (the closing date of the transaction) or the contract is cancelled.
{6}------------------------------------------------
Revenue for private placements is generally recognized at the point in time that performance under the arrangement is completed, generally on the closing date of the transaction, and the fee is typically contingent on the amount of capital raised.
However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer.
Retainers and other fees received from customers prior to recognizing revenue are reflected as unearned income (deferred revenue in the accompanying statement of financial conditions). In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract.
#### **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 of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
#### **Income Taxes**
The Company is classified as a partnership for federal and state income taxes. As such, the members will reflect income or loss, as applicable, on their individual tax returns. However, New York City imposes an unincorporated business tax ("UBT") on partnerships operating in New York City, and the provision for the UBT is reflected in the financial statements. The Company does not have uncertain tax positions and has timely filed its annual tax returns without extending the statute of limitations for any year. There are no tax related penalties or interest charges reflected in these financial statements.
#### **Pass-Through Entity Tax**
New York State enacted the Pass-Through Entity Tax Act ("PTET") effective for tax years beginning on or after January 1, 2021. PTET allows pass-through entities to elect to pay the New York State tax due on the members' share of net income of the Company. The Company has chosen to make the election for the year ended December 31, 2021. Taxes paid related to the PTET on behalf of its members amounted to \$115,000, which is included in state and city tax expense on the statement of operations for the year ended December 31, 2021.
#### **3. Net Capital Requirements**
Pursuant to the basic uniform Net Capital provisions of t he Securit ies and Exchange Commission, the Company is required to maintain a minimum Net Capital, as defined in such provisions.
{7}------------------------------------------------
Further, the provisions require that the ratio of aggregate indebtedness, as defined, to Net Capital shall not exceed 15 to 1. Net Capital and the related Net Capital ratio may fluctuate on a daily basis. At December 31, 2021, the Company was in compliance with its Net Capital requirements. The Net Capital and Net Capital requirements of \$1,010,137 and \$5,000, respectively, resulted, in excess Net Capital of \$1,005,137. The percentage of Aggregate Indebtedness to Net Capital is 3.3249%.
#### **4. Risk and Concentration**
Financial instruments t hat are potentially subject to credit risk include cash and cash equivalent s. The Federal Deposit Insurance Corporation insures the Company's bank accounts up to a maximum of \$250,000 in each bank. From time to time, the Company maintains cash balances at a financial institution that are in excess of federal insured amounts.
The Company derived 51% of its investment banking fee revenues from two customers.
#### **5. Fair Value Measurements**
Securities, when held, are recorded at fair value in accordance with the accounting standard on fair value measurements, which established a framework for measuring fair value and clarifies that fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted 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 fair value hierarchy are described below.
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
{8}------------------------------------------------
## **Coady Diemar Partners, LLC Notes to the Financial Statements Year Ended December 31, 2021**
Level2
Inputs to the valuation methodology include:
- Quoted prices for similar assets or liabilities in active markets;
- Quoted prices for identical or similar assets or liabilities in inactive markets;
- Inputs other than quoted prices that are observable for the asset or liability;
- Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
In 2012 and 2013, the Company received warrants to purchase preferred shares and common stock of privately held entities. These warrants were deemed to have zero fair value as of December 31, 2021 based on unobservable inputs.
#### **6. Commitments and Contingencies**
#### **PPP Loan**
In 2020, the Company applied for an unsecured loan under the Paycheck Protection Program, or the PPP Loan. The Paycheck Protection Program was established under CARES Act and is administered by the U.S. Smal l Business Administration (SBA). The PPP loan was approved and funded, and the Company entered into an unsecured loan of approximately \$79,200. The loan matures in April 2022 and earns interest at an annual rate of 1.00%. In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs. On April 22, 2021, the Company received notice from the SBA that the PPP funds were fully forgiven.
#### **Operating Leases**
The Company recognizes and measures its leases in accordance with FASB ASC 842. 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 operating ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As the Company's lease does not provide an implicit rate, the Company utilizes an estimated incremental borrowing rate based on information available at commencement date in determining the estimated present value of future payments.
{9}------------------------------------------------
| 2022 | \$77,537 |
|-------|-----------|
| 2023 | 86,636 |
| 2024 | 88,802 |
| 2025 | 91;022 |
| 2026 | 85,394 |
| Total | \$429,390 |
As of December 31, 2021, the future minimum lease payments are as follows:
#### **7. COVID-19**
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. This contagious disease outbreak, and any related adverse public health developments, could adversely affect the Company's customers, service providers and suppliers as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak. More broadly, the outbreak could affect workforces, economies and financial markets globally, potentially leading to an economic downturn. The ultimate impact of the COVID-19 is uncertain. Management continues to monitor the outbreak and although certain economic conditions showed signs of improvement toward the end of fiscal 2021, certain of the impacts of the COVID-19 pandemic may effect our results in the future.
#### **8. Subsequent Events**
The Company has evaluated subsequent events occurring after the balance sheet date through the date of financial statement issuance and has determined that there are no events other than disclosed below which require recognition or disclosure in these financial statements.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.