# BAYSHORE PARTNERS, LLC X-17A-5 (2020-03-02) — Broker-dealer annual report - Company: BAYSHORE PARTNERS, LLC - Form: X-17A-5 - Filed: 2020-03-02 - Period: 2019-12-31 - Accession: 0001289106-20-000001 - CIK: 1289106 - File #: 8-66480 - Material weakness: No - Auditor: Morrison, Brown, Argiz & Farra, LLC - Auditor location: Fort Lauderdale, FL - Contact: Kristy Johnson - Phone: 281-367-0380 - Signed by: Michael Turner (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1289106/000128910620000001/bayshoreaudit.pdf --- {0}------------------------------------------------ Report Pursuant to Rule 17A-5 Under The Securities Exchange Act of 1934 December31, 2019 {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | | OMB APPROVAL | | |---------------------------|-----------------|--| | OMB Number: | 3235-0123 | | | Expires: | August 31, 2020 | | | Estimated average burden | | | | hours per response 12.00 | | | # **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill** | SEC FILE NUMBER | | |-----------------|--| | 8- 66480 | | I I I I I I I I I I I I I I I I I I I I I I FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | | REPORT FOR THEPERIODBEGINNING 01/01/19
AND ENDING 12/31/19 | | | | |---------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|--------------------------------------------------------|--------------------------------|--| | | MM/DD/YY | | ~~~~~~~~~~-
MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF BROKER-DEALER: Bayshore Partners, LLC
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No .) | | OFFICIAL USE ONLY | | | | | | FIRM l.D. NO. | | | | 401 East Las Olas Boulevard, Suite 2360 | | | | | | | (No. and Street) | | | | | Fort Lauderdale | | FL | 33301 | | | (City) | | (State) | (Zip Code) | | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Michael Turner | | | 954-358-3800 | | | | | | (Area Code - Telephone Number) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose opinion is contained in this Report* | | | | | | Morrison, Brown, Argiz & Farra, LLC | | | | | | | | (Name - if individual, state last, first, middle name) | | | | | 301 East Las Olas Blvd., 4th Floor Fort Lauderdale | FL | 33301 | | | (Address) | (City) | (State) | (Zip Code) | | | CHECK ONE: | | | | | | I./ I
Certified Public Accountant | | | | | | DPublic Accountant | | | | | | D | Accountant not resident in United States or any of its possessions. | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17 a-5 (e)(2)* > Potential 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 valld OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | I , Michael Turner | | , swear (or affirm) that, to the best of | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
Bayshore Partners, LLC | | , as | | of December 31 | 20 19 | , are true and correct. I further swear (or affirm) that | | | | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account | | classified solely as that of a customer, except as follows: | | | | | | | | SANORA WHITE-ROBERTS
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Bonded lhrough Nallonat Notary Am. | | Managing Director | | OrL | | Title | | C>
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Notary Public | | | | This report ** contains (check all applicable boxes):
0 (a) Facing Page.
0 (b) Statement of Financial Condition.
of Comprehensive Income (as defined in §2l0.1-02 of Regulation S-X).
0 (d) Statement of Changes in Financial Condition.
0 (e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
D (f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
(g) Computation of Net Capital.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3
(i) Information Relating to the Possession or Control Requirements Under Rule l 5c3-3.
~
D U) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule t 5c3-
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule I 5c3-3 | | [ZJ (c) Statement of Income (Loss) or, if there is other comprehensive income in the period(s) presented, a Statement
I and the
0 (k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of | | consolidation.
§ (I) An Oath or Affirmation.
(m) A copy of the SIPC Supplemental Report. | | (n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. | | **For conditions of confidential treatment of certain portions of this filing, see section 240. 17a-5(e)(3). | | | {3}------------------------------------------------ #### **CONTENTS:** | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 1 | |---------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----| | FINANCIAL STATEMENTS: | | | | Statement of Financial Condition | | 2 | | Statement of Income | | 3 | | | Statement of Changes in Members' Equity | 4 | | Statement of Cash Flows | | 5 | | Notes to Financial Statements | | 6-7 | | SUPPLEMENTAL SCHEDULES: | | 8 | | SCHEDULE I - | Computation of Net Capital under Rule 15c3-1 of the Securities
and Exchange Commission as of December 31, 2019 | 9 | | SCHEDULE II - | Reconciliation of Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission to Company's
Corresponding Unaudited Form X-17a-5, Part II Filing as of
December 31, 2019 | 10 | | | INFORMATION REGARDING COMPLIANCE WITH RULE 15C3-3: | | | | Report of Independent Registered Public Accounting Firm | 11 | | | Exemption Report under Rule 17a5{d)(4) of the Securities and Exchange Commission | 12 | | | Statement on Exemption from the Computation for Determination of Reserve Requirements
and Information Relating to Possession or Control Requirements Under Rule 15c3-3 of
the Securities and Exchange Commission as of December 31, 2019 | 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Bayshore Partners, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Bayshore Partners, LLC (the "Company'') as of December 31, 2019 and the related statements of income, changes in members' equity, and cash flows for the year then ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Bayshore Partners, LLC as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of Bayshore Partners, LLC's management. Our responsibility is to express an opinion on Bayshore Partners, LLC's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Bayshore Partners, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Supplemental Information The supplemental information in schedules I and II which includes the Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission and the Reconciliation of Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission to Company's Corresponding Unaudited Form X-17a-5, part II Filling as of December 31, 2019, has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. #### Emphasis of a Matter As discussed in note 2 to the financial statements, during 2019, the Company generated approximately 95.8% of their advisory fee revenue from its two largest customers. Our opinion is not modified with respect to this matter. We have served as Bayshore Partners, LLC's auditor since 2006. Miami, Florida February 27, 2020 An independent member of Baker Ti lly International {5}------------------------------------------------ ### STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2019 #### **ASSETS** | CURRENT ASSETS
Cash
Prepaid expenses -
related party
TOTAL ASSETS | | 67,525
204.293
271,818 | |-------------------------------------------------------------------------------|----|------------------------------| | LIABILITIES AND MEMBERS' EQUITY | | | | CURRENT LIABILITIES
Accounts payable and accrued expenses | \$ | 32,517 | | COMMITMENTS AND CONTINGENCIES (NOTE 6) | | | | MEMBERS' EQUITY | | 239,301 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ | 2'71 818 | {6}------------------------------------------------ ### STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2019 | REVENUES:
Advisory fees
Interest income | \$
1,903,637
7 | |----------------------------------------------------------------------------------------------------|--------------------------------| | TOTAL REVENUES | 1,903,644 | | EXPENSES:
Professional fees
Regulatory expenses
Other general and administrative expenses | 1,170,624
32,063
363 741 | | TOTAL EXPENSES | 1,566,428 | | NET INCOME | 33Z 2lli
\$ | {7}------------------------------------------------ ### STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2019 | MEMBERS' EQUITY-JANUARY 1, 2019 | \$ | 247,097 | |-------------------------------------|----|-----------| | NET INCOME | | 337,216 | | CONTRIBUTIONS FROM MEMBERS | | 135,000 | | DISTRIBUTIONS TO MEMBERS | | (480,012) | | MEMBERS' EQUITY - DECEMBER 31, 2019 | Ii | Da.aaJ | {8}------------------------------------------------ #### STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2019 | CASH FLOWS FROM OPERATING ACTIVITIES: | | |---------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------| | Net income | \$
337,216 | | Adjustments to reconcile net income to net
cash provided by operating activities: | | | Changes in operating assets and liabilities:
Prepaid expenses - related party
Accounts payable and accrued expenses
Contract Liabilities | 29,374
(3,186)
(70,000) | | TOTAL ADJUSTMENTS | (43.812) | | NET CASH PROVIDED BY OPERATING ACTIVITIES | 293,404 | | CASH FLOWS FROM FINANCING ACTIVITIES
Contributions
Distributions
Net Cash Used in Financing Activities | 135,000
(480,012)
(345,102) | | NET DECREASE IN CASH | (51,608) | | CASH - BEGINNING OF YEAR | 119 133 | | CASH - END OF YEAR | \$
llZ.5D | {9}------------------------------------------------ NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019 # **1. ORGANIZATION** Bayshore Partners, LLC (the "Company'') is a Florida limited liability company based in Fort Lauderdale, Florida. The Company was organized to operate as a registered broker-dealer in securities in the United States of America and provides merger and acquisition advisory services to shareholders and owners of companies as well as engages in the distribution of debt and equity securities of corporations and other entities through the private placement of such securities on a best efforts basis. The Company is a registered broker-dealer with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ### **Basis of Financial Statement Presentation** The accounting policies and reporting practices of the Company conform to the predominant practices in the broker-dealer industry and are in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### **Government and Other Regulation** A broker-dealer of securities business is subject to significant regulation by various governmental agencies and self-regulatory organizations. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations. As a registered broker-dealer, the Company is subject to the SE C's net capital rule (Rule 15c3-1) which requires that the Company maintain a minimum net capital, as defined. #### **Cash** The Company considers investments with an original maturity of three months or less to be cash equivalents. Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash deposits in excess of Federal Deposit Insurance Corporation ("FDIC") insured limit of \$250,000. At times, such balances exceed these insured limits. #### **Revenue Recognition** Advisory fee income is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is canceled. Retainers and other advisory fees received from customers prior to recognizing revenue are reflected as contract liabilities and are recognized at a point in time the performance under the arrangement is completed or the contract is canceled. #### **Income Tax** The Company is treated as a partnership for federal income tax purposes and, accordingly, generally would not incur income taxes or have any unrecognized tax benefits. Instead, its earnings and losses are included in the tax return of its members and taxed depending on the members' tax situation. As a result, the financial statements do not reflect a provision for income taxes. The Company recognizes and measures tax positions taken or expected to be taken in its tax return based on their technical merit and assesses the likelihood that the positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. Interest and penalties on tax liabilities, if any, would be recorded in interest expense and other non-interest expense, respectively. The U.S. Federal jurisdiction and Florida are the major tax jurisdictions where the Company files income tax returns. The Company is generally no longer subject to U.S. Federal or State examinations by tax authorities for years before 2016. {10}------------------------------------------------ NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019 ## **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Use of Estimates in the Preparation of Financial Statements** The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that might affect certain reported amounts and disclosures in the financial statements and accompanying notes during the reporting period. Accordingly, actual results could differ from those estimates. ### **Accounts Recelvable** Accounts receivable are customer obligations due in connection with advisory services performed in the normal course of business. The Company performs continuing credit evaluations of its customers' financial condition, including review of the terms of credit, the amount of credit granted and management's past history with a customer to determine if any such amounts will potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. There was no bad debt expense related to accounts receivable for the year ended December 31, 2019. There was no Accounts Receivable as of December 31, 2019. #### **Concentration of Credit Risk** Advisory fee revenue from the Company's two largest customers accounted for approximately 95.8% of advisory fee income for the year ended December 31, 2019. #### **Subsequent Events** The Company has evaluated subsequent events through February 27, 2020, which is the date the financial statements were available to be issued. ### **3. NET CAPITAL REQUIREMENT** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1 ), which requires that the Company maintain "Net Capital" equal to the greater of \$5,000 or 6 213% of "Aggregate Indebtedness," as defined, and requires that the ratio of aggregate indebtedness to net capital shall not exceed 15 to 1. At December 31, 2019, the Company had net capital of \$35,008 which was \$30,008 in excess of its required net capital of \$5,000. At December 31, 2019, the ratio of "Aggregate Indebtedness" to "Net Capital" was .93 to 1. #### **4. RELATED PARTY TRANSACTIONS** The Company is party to a Services Agreement with a company under common ownership ("related party'') effective Feb 1, 2018. Under this agreement, the Company reimburses the related party for overhead and salaries for shared personnel. For the year ended December 31, 2019, the Company paid \$398,590 for reimbursement of overhead and salaries which is included within professional fees and other general and administrative expenses. As of December 31, 2019, the Company prepaid approximately \$204,293 of service fees to the related party which are included as "prepaid expenses - related party" in the accompanying statement of financial condition. #### **5. MEMBERS' CAPITAL** The Company operates under an operating agreement ("Agreement") with a perpetual term, unless terminated under provisions of the Agreement. Membership capital is non-interest bearing and members are not entitled to withdraw or demand capital amounts, unless as provided for in the Agreement. Profit and losses are allocated principally based on each members pro rata share of total capital. #### **6. COMMITMENTS AND CONTINGENCIES** The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. In the opinion of management, the resolution of these matters will not have a material effect on the Company's financial position or results of operations. {11}------------------------------------------------ ## SUPPLEMENTAL SCHEDULES {12}------------------------------------------------ #### SCHEDULE I COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2019 | CREDITS
Members' equity | \$
239.301 | |---------------------------------------------------------------------------------------------------------------------|----------------| | DEBITS
Prepaid expenses -
related party | 204.293 | | NET CAPITAL | 35,008 | | MINIMUM NET CAPITAL REQUIREMENT 6-2/3%
OF AGGREGATE INDEBTEDNESS OF \$32,517
OR \$5,000, WHICHEVER IS GREATER | 5 000 | | EXCESS NET CAPITAL | \$
3Q.Ql111 | | EXCESS NET CAPITAL@ 1000% (NET CAPITAL LESS
120% OF MINIMUM NET CAPITAL REQUIREMENTS) | \$
60QQ | | SCHEDULE OF AGGREGATE INDEBTEDNESS
Accounts payable and accrued expenses | 32 517 | | TOTAL AGGREGATE INDEBTEDNESS | 32517
\$ | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL | .83111 l | See Report of Independent Registered Public Accounting firm. {13}------------------------------------------------ ### SCHEDULE II RECONCILIATION OF COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION TO COMPANY'S CORRESPONDING UNAUDITED FORMX-17a-5, PART II FILING AS OF DECEMBER 31, 2019 There are no material differences between the preceding computation and the Company's corresponding unaudited llA of Form X-17a-5 as of December 31, 2019. See Report of Independent Registered Public Accounting firm. {14}------------------------------------------------ ![](_page_14_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Bayshore Partners, LLC We have reviewed management's statements, included in the accompanying Exemption Report, , in which (1) Bayshore Partners, LLC identified the following provisions of 17 C.F.R. §15c3-3(k) under which Bayshore Partners, LLC claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(i) (the "exemption provision") and (2) Bayshore Partners, LLC stated that Bayshore Partners, LLC met the identified exemption provisions throughout the most recent fiscal year without exception. Bayshore Partners, LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Bayshore Partners, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. Miami, Florida February 27, 2020 An independent member of Baker Ti lly International {15}------------------------------------------------ # Bayshore Partners. LLC's Exemption Report Bayshore Partners, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commissbn (17 C.F.R. §240. 17 a-5,"Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - 1. Bayshore Partners, LLC claimed an exemption 17 C.F.R . § 240. 15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-3 (k)(2)(i) for the fisca !year ended December 3 \ 2019. - 2. Bayshore Partners, LLC met the identified exemption provisions in 17 C.F.R. § 240.15c3- 3(k)(2)(i) throughout the most recent fiscal year of January 1 2019to December 31, 2019, without exception. Bayshore Partners, LLC I, Michael Turner, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. ...... Signature Managing Director Title Feb 27, 2020 401 East LasOlas Blvd., Suite 2360 · Fort Lauderdale, FL 33301 · P. 954.358.3800 · F. 954 .358.3838 {16}------------------------------------------------ #### STATEMENT ON EXEMPTION FROM THE COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15C3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2019 In accordance with the exemptive provisions of SEC Rule 15c3-3, especially exemption k (2) (i), the Company is exempt from the computation of reserve requirements and the information relating to the possession or control requirements. During 2019, the Company did not provide services to warrant the maintenance of a "Special Account for the Exclusive Benefit of customers." Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.