# WOODROCK SECURITIES, L.P. X-17A-5 (2022-03-04) — Broker-dealer annual report

- Company: WOODROCK SECURITIES, L.P.
- Form: X-17A-5
- Filed: 2022-03-04
- Period: 2021-12-31
- Accession: 0001310705-22-000001
- CIK: 1310705
- File #: 8-66753
- Type: Broker-dealer
- Material weakness: No
- Auditor: Harper & Pearson Company, P.C.
- Auditor location: Houston, TX
- Contact: John P. Dennis, III
- Phone: 713-654-0912
- Email: jdennis@woodrock.com
- Website: woodrock.com
- Signed by: John P. Dennis,  III (Designated Principal)

Original filing: https://www.sec.gov/Archives/edgar/data/1310705/000131070522000001/woodrock.pdf

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UNITED STATES SECURmES AND EXCHANGE COMMISSION Washington, D.C. 20549

## ANNUAL REPORTS FORM X-17A-S PART Ill

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| SEC FILE NUMBER |  |
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| 66753           |  |

FACING PAGE

lnfonnatlon Required Pursuant to Rules 17a-5, 17a·lZ, and lBa-7 under the Securities Exchange Act of 1934

FILING FOR THE PERIOD BEGINNING 01/01 /2021 AND ENDING 12/31 /2021

MM/DD/VY

MM/DD/VY

A. REGISTRANT IDENTIFICATION

NAME OF FIRM: WoodRock Securities, L.P.

TYPE OF REGISTRANT (check all applicable boxes):

0 Broker-dealer D Security-based swap dealer D Major security-based swap participant a Check here If respondent Is also an OTC derivatives dealer

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

| 4265 San Felipe, Suite 600 |  |
|----------------------------|--|
|----------------------------|--|

|                                                                                                             | (No. and Street)                                          |         |                                            |                      |  |
|-------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|---------|--------------------------------------------|----------------------|--|
| Houston                                                                                                     |                                                           | Texas   |                                            | 77027                |  |
| (City)                                                                                                      |                                                           | (State) |                                            | (Zip Code)           |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                |                                                           |         |                                            |                      |  |
| John P. Dennis, Ill                                                                                         | 713-654-0912                                              |         |                                            | jdennis@woodrock.com |  |
| (Name)                                                                                                      | (Area Code-Telephone Number)                              |         | (Email Address)                            |                      |  |
|                                                                                                             | B. ACCOUNTANT IDENTIFICATION                              |         |                                            |                      |  |
|                                                                                                             |                                                           |         |                                            |                      |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing•<br>Harper & Pearson Company, P.C. |                                                           |         |                                            |                      |  |
|                                                                                                             | (Name- If lndlvldual, state last, first, and middle name) |         |                                            |                      |  |
| One Riverway, Suite 1900                                                                                    | Houston                                                   |         | Texas                                      | 77056                |  |
| (Address)                                                                                                   | (City)                                                    |         | (State)                                    | (Zip Code)           |  |
| 10/14/2003                                                                                                  |                                                           |         | 431                                        |                      |  |
| (Date of Re.istration with PCAOB)(lf aoollcable)                                                            |                                                           |         | (PCAOB Rei!lstratlon Number, If aoolicable |                      |  |

•Claims for exemption from the requlrementthat the annual reports be covered by the reports of an Independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a·S(e)(1)(11), If applicable.

Penons who are to respond to the colle<tlon of Information contained In this form are not required to respond unless the fOrm dis plays a currently valid DMB control number.

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#### OATH OR AFFIRMATION

|  |  | John P. Dennis, III |  |
|--|--|---------------------|--|
|  |  |                     |  |

1, John P. Dennis, Ill swear (or affirm} that, to the best of my knowledge and belief, the

flnanclal report pertaining to the firm of WnnrlRnr.k SAr.11ritiA~ I P , as of December 31 , 2~ Is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary Interest In any account classlfled solely

aslmilR~=i:=nftn!:~~~~~~ ~~~~'-:;. SA-NORA GAIL SMITH :'jti. ·!;~Notary Public, State of Texas ~,: *......* ·!lff Comm. Expires 01-26-2026 ,,,~~~;~~''' Notary ID 5990127

# Thfs flllng .. contafns (check all appllcable boxes):

- 01 (a) Statement of flnanclal condition.
- OJ (b) Notes to consolidated statement of flnanclal condition.
- 01 (c) Statement of Income (loss) or, If there Is other comprehensive Income In the perlod(s) presented, a statement of comprehensive Income (as defined In § 210.1-02 of Regulation S-X).
- lZiJ (d) Statement of cash flows.
- !Lil (e) Statement of changes In stockholders' or partners' or sole proprietor's equity.
- OJ (f) Statement of changes In liabllltles subordinated to claims of creditors.
- OJ (g) Notes to consolidated flnanclal statements.
- tziJ (h) computation of net capital under 17 CFR 240.1Sc3-1or17 CFR 240.18a-1, as applicable.
- (jJ (i) Computation of tengible net worth under 17 CFR 240.18&-2.
- OJ 0) computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- (j] (k) computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.lSa-4, as applicable.
- DI (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- 01 (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- Bl (n) Information relatins to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.
- 01 (o) Reconclllatlons, lncludlns appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.lSa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3or17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- (jJ (p) Summary of financial data for subsidiaries not consolidated In the statement of financial condition.
- 01 (q) Oath or affirmation In accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- DI (r) Compliance report In accordance with 17 CFR 240.17a-5or17 CFR 240.18a-7, as applicable.
- lZiJ (s) Exemption report In accordance with 17 CFR 240.17a-5or17 CFR 240.lSa-7, as applicable.
- (jl (t) Independent publfc accountant's report based on an examination of the statement offlnanclal condition.
- 01 (u) Independent public accountant's report based on an examination of the financial report or flnanclal statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- QI (v) Independent publfc accountant's report based on an examination of certain statements In the compllance report under 17 CFR 240.17a-5or17 CFR 240.18a-7, as appllcable.
- 01 {w) Independent publlc accountant's report based on a review of the exemption report under 17 CFR 240.Ua-s or 17 CFR 240.lSa-7, as appllcable.
- OJ (x) Supplemental reports on applying agreed-upon procedures, In accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applfcable.
- DJ (y) Report describing any material Inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material Inadequacies exist, under 17 CFR 240.17a-12(k). DJ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_
- 

nro *request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-S(e){3) or 17 CFR 240.1Ba-7(d)(2}, as applicable.* 

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WOODROCK SECURITIES, L.P. FINANCIAL STATEMENTS DECEMBER 31, 2021

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| Report of Independent Registered Public Accounting Firm ……………………………………………………………… 2 |  |
|------------------------------------------------------------------------------------|--|
| Statement of Financial Condition  3                                                |  |
| Statement of Income  4                                                             |  |
| Statement of Changes in Partners' Capital  5                                       |  |
| Statement of Changes in Subordinated Borrowings  6                                 |  |
| Statement of Cash Flows  7                                                         |  |
| Notes to Financial Statements  8-10                                                |  |
| Schedule I ……………………………………………………………………………………………………………………………….….11                   |  |
| Schedule II ……………………………………………………………………………………………………………………….…….…12                   |  |

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#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and Partners of WoodRock Securities, L.P.

#### **Opinion on the Financial Statements**

We have audited the accompanying statement of financial condition of WoodRock Securities, L.P. as of December 31, 2021, the related statements of income, changes in partners' capital, changes in subordinated borrowings, and cash flows for the year then ended, 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 WoodRock Securities, L.P. as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

#### **Basis for Opinion**

These financial statements are the responsibility of WoodRock Securities, L.P.'s management. Our responsibility is to express an opinion on WoodRock Securities, L.P.'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 WoodRock Securities, L.P. 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.

#### **Auditor's Report on Supplemental Information**

The Computation of Net Capital Under Rule 15c3-1 of the Securities Exchange Commission and the Computation for Determination of Reserve Requirements and Information Relating to Possession or Control of Securities Under Rule 15c3-3 of the Securities Exchange Commission have been subjected to audit procedures performed in conjunction with the audit of WoodRock Securities, L.P.'s financial statements. The supplemental information is the responsibility of WoodRock Securities, L.P.'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.

HARPER & PEARSON COMPANY, P.C.

We have served as WoodRock Securities, L.P.'s auditor since 2006. Houston, Texas March 2, 2022

#### **harperpearson.com**

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#### ASSETS

| Cash and cash equivalents    | 699,536<br>\$ |
|------------------------------|---------------|
| Prepaid expenses - affiliate | 1,409,764     |
| Prepaid expenses             | 35,880        |
| TOTAL ASSETS                 | \$ 2,145,180  |

#### LIABILITIES AND PARTNERS' CAPITAL

| Accounts Payable                        | \$<br>5,938  |
|-----------------------------------------|--------------|
| Commissions payable                     | 459,686      |
| Accrued Expenses                        | 21,804       |
| TOTAL LIABILITIES                       | 487,428      |
| Partners' capital                       | 1,657,752    |
| TOTAL LIABILITIES AND PARTNERS' CAPITAL | \$ 2,145,180 |

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| Commissions, underwriting and other revenues | \$ 6,587,254 |
|----------------------------------------------|--------------|
| Management fee and administrative expense    | 2,030,304    |
| Commissions and affiliate expense            | 1,893,913    |
| Total expense                                | 3,924,217    |
| Net Income                                   | \$ 2,663,037 |

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|                                 | Limited Partners                    |             |                  | General<br>Partner |                                |        |                 |
|---------------------------------|-------------------------------------|-------------|------------------|--------------------|--------------------------------|--------|-----------------|
|                                 | Texas<br>Capital<br>Bancshares, Inc |             | WoodRock,<br>LLC |                    | WoodRock<br>Holdings GP<br>LLC |        | Total           |
| Balance, December 31, 2020      | \$                                  | 920,189     | \$               | 438,676            | \$                             | 25,297 | \$ 1,384,162    |
| Contributions                   |                                     | 163,553     |                  |                    |                                |        | 163,553         |
| Distributions                   |                                     | -           |                  | (2,553,000)        |                                | -      | (2,553,000)     |
| Net income                      |                                     | 20,330      |                  | 2,616,077          |                                | 26,630 | 2,663,037       |
| Acquisition of partner interest |                                     | (1,104,072) |                  | 1,104,072          |                                | -      | -               |
| Balance, December 31, 2021      | \$                                  | -           | \$               | 1,605,825          | \$                             | 51,927 | \$<br>1,657,752 |

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### WOODROCK SECURITIES, L.P. STATEMENT OF CHANGES IN SUBORDINATED BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 2021

| Suborinated borrowings at December 31, 2020  | \$<br>7,500,000 |
|----------------------------------------------|-----------------|
| Decrease                                     |                 |
| Revolving Line of Credit, net                | (7,500,000)     |
| Subordinated borrowings at December 31, 2021 | \$<br>-         |

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| CASH FLOWS FROM OPERATING ACTIVITIES<br>Cash received from customers<br>Cash paid for management fee and administrative expense<br>Commissions paid to affiliate | \$ 6,587,254<br>(2,291,089)<br>(1,460,575)           |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|
| Net cash provided by operating activities                                                                                                                        | 2,835,590                                            |
| CASH FLOWS FROM FINANCING ACTIVITIES<br>Borrowings on the line of credit<br>Payments on the line of credit<br>Contributions<br>Partners' Distributions           | 34,250,000<br>(41,750,000)<br>163,553<br>(2,553,000) |
| Net cash used by financing activities                                                                                                                            | (9,889,447)                                          |
| NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                                                                        | (7,053,857)                                          |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                                                                                   | 7,753,393                                            |
| CASH AND CASH EQUIVALENTS AT END OF YEAR                                                                                                                         | \$<br>699,536                                        |
| RECONCILIATION OF NET INCOME TO NET CASH<br>PROVIDED BY OPERATING ACTIVITIES                                                                                     |                                                      |
| Net income<br>Change in operating assets and liabilities:                                                                                                        | \$ 2,663,037                                         |
| Increase in prepaid expense - affiliate                                                                                                                          | (225,290)                                            |
| Increase in prepaid expenses                                                                                                                                     | (9,643)                                              |
| Increase in accounts payable                                                                                                                                     | 5,938                                                |
| Increase in commission payable                                                                                                                                   | 433,338                                              |
| Decrease in accrued expenses                                                                                                                                     | (31,790)                                             |
| Net cash provided by operating activities                                                                                                                        | \$ 2,835,590                                         |

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#### NOTE A BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Description of Business – WoodRock Securities, L.P. (a Texas limited partnership) ("the Partnership") maintains its accounts on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Accounting principles followed by the Partnership and the methods of applying those principles which materially affect the determination of financial position, results of operations and cash flows are summarized below:

 The Partnership is located in Houston, Texas, and is a private investment banking firm. Accordingly, the Partnership has claimed an exemption from the Securities and Exchange Commission's (SEC) Rule 15c3-3 under section (K)(2)(ii). The Partnership is registered as a Broker-Dealer with the SEC, and a member of the Financial Industry Regulatory Authority (FINRA).

> Statement Presentation – The unclassified statement of financial condition is presented in accordance with industry standards.

> Estimates – The preparation of financial statements 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

> Cash and Cash Equivalents – The Partnership considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

> Income Taxes – The Partnership's income, losses, and tax credits will be included in the income tax returns of the Partners. Accordingly, the Partnership does not record a provision for Federal income taxes. The Partnership records Texas margin taxes if owed. Texas margin taxes recorded for the year ended December 31, 2021 were \$21,804.

> The Partnership believes that all significant tax positions utilized by the Partnership will more likely than not be sustained upon examination. As of December, 31, 2021, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2018 forward (with limited exceptions). Tax penalties and interest, if any, would be accrued as incurred and would be classified as tax expense in the statement of income.

> Revenue Recognition – Investment banking, commission and underwriting fees from securities related transactions are recognized when transactions close or at settlement date and receivables are recorded at this time. Retainer fees are recorded and recognized as revenue in accordance with the terms contained in the Partnership's written engagement agreements.

> Management deems no allowance necessary for receivables as the deal terms are agreed upon and no significant credit risk is deemed to be present. There were no outstanding receivables at December 31, 2021.

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#### NOTE A BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

#### Revenue Recognition (Continued)

Related to underwriting services provided, whereby the Partnership receives a referral from its limited partner Texas Capital Bancshares, Inc. (TCB), 80% of all underwriting fees earned by the Partnership will be paid to TCB. During the year ended December 31, 2021 commission income of \$2,307,765 was recorded in the statement of income related to this referral agreement. Revenues were composed of the following: Investment Banking Fees 3,186,865 \$ Financial Advisory fee 902,500 Underwriting Income 2,307,765 Other Revenue 190,124

| 2021         |
|--------------|
|              |
|              |
|              |
|              |
| \$ 6,587,254 |

Subsequent Events– The Partnership has evaluated subsequent events through February 25, 2022, the date the financial statements were available to be issued. No subsequent events occurred which require adjustment or disclosure to the financial statements at December 31, 2021.

#### NOTE B PARTNERSHIP AGREEMENT

The Partnership was formed October 28, 2003. The general partner of the Partnership is WoodRock Holdings GP LLC, and the initial limited partner was WoodRock, LLC. Effective November 6, 2015 Texas Capital Bancshares, Inc became a limited partner and obtained a 1% ownership interest from the initial limited partner. Effective October 1, 2021, the referral agreement between Texas Capital Bancshares, Inc. (TCB) was terminated. WoodRock, LLC acquired the partners' interest of TCB at that time. The general partner maintained its ownership interest of 1% and the limited partner has a 99% ownership interest.

All Partnership profits, losses and distributions are to be allocated to the partners in proportion to their respective percentage interests and in accordance with the Members Agreement between the parties.

#### NOTE C MANAGEMENT AGREEMENT

The Partnership entered into a management agreement with WoodRock, LLC, a company related through common ownership, whereby WoodRock, LLC will provide administrative and operational services, facilities, furniture and pay all overhead expenses of the Partnership.

WoodRock, LLC received an incremental allocation service fee of \$84,000 per month for the period January 1, 2021 through May 31, 2021 and \$91,500 per month for the period June 1, 2021 through December 31, 2021. Service fees and expense allocations for 2021 totaled \$1,060,500.

#### NOTE D NET CAPITAL REQUIREMENTS

Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, the Partnership is required to maintain a minimum net capital, as defined under such provisions. Net capital and the related net capital ratio may fluctuate on a daily basis.

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#### NOTE D NET CAPITAL REQUIREMENTS (CONTINUED)

At December 31, 2021, the Partnership had net capital of \$212,108 and a net capital requirement of \$100,000. The Partnership's ratio of aggregate indebtedness to net capital was 2.30 to 1 at December 31, 2021. The Securities Exchange Commission permits a ratio of aggregate indebtedness to net capital for the Partnership at this time of no greater than 15 to 1.

#### NOTE E CONCENTRATIONS AND CREDIT RISK

Securities Investor Protection Corporation (SIPC) protects against the loss of cash and securities held by a customer at a financially-troubled SIPC-member brokerage firm. The limit of SIPC protection is \$500,000 which includes a \$250,000 limit for cash. The Partnership's bank balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to \$250,000. It is the Partnership's practice to utilize high net worth financial institutions to minimize its credit risk.

Generally, no collateral or other security is required to support receivable or advances to limited partners. For the year ended December 31, 2021, revenue from two customers represented 45% the Partnership's commission, underwriting, and other revenues.

#### NOTE F SUBORDINATED BORROWINGS

The partnership did not have any borrowings under subordination agreements at December 31, 2021. The subordinated borrowings were from Texas Capital Bancshares, Inc., and were available in computing net capital under the SEC's uniform net capital rule. To the extent that such borrowings were required for the Company's continued compliance with minimum net capital requirements, they may not be repaid. The line of credit was for a total of \$15,000,000 and matured October 26, 2021. The line incurred interest at 2.0% and was payable on maturity of the line of credit advance, but could be prepaid at borrower's discretion. During 2021 the Partnership paid \$153,903 in interest on the line of credit. The principal and interest under this Agreement were fully and irrevocably subordinate in right of payment and subject to the prior payment or provision for payment in full of all claims of all other present and future creditors of the Company that were not similarly subordinated. Cash advanced under the line of credit was to be used for underwriting activities. The line of credit was terminated on October 26, 2021 with FINRA and has not been renewed.

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### COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 WOODROCK SECURITIES, L.P. SCHEDULE I OF THE SECURITIES AND EXCHANGE COMMISSION DECEMBER 31, 2021

| NET CAPITAL                                                                                              |                 |
|----------------------------------------------------------------------------------------------------------|-----------------|
| Total partners' capital qualified for net capital                                                        | \$<br>1,657,752 |
| Total capital and allowable subordinated liabilities                                                     | 1,657,752       |
| Deductions and/or charges<br>Nonallowable assets:                                                        | 35,880          |
| Prepaid expenses<br>Prepaid expenses - affiliate                                                         | 1,409,764       |
| NET CAPITAL BEFORE HAIRCUTS ON SECURITIES POSITION                                                       | 212,108         |
| Haircuts on securities                                                                                   | -               |
| Net capital                                                                                              | \$<br>212,108   |
| COMPUTATION OF BASIC NET CAPITAL REQUIREMENTS<br>Minimum net capital required (6 2/3% of total aggregate |                 |
| indebtedness)                                                                                            | \$<br>32,495    |
| Minimum dollar net capital requirement                                                                   | \$<br>100,000   |
| Net capital requirement (greater of above two minimum                                                    |                 |
| requirement amounts)                                                                                     | \$<br>100,000   |
| Excess net capital                                                                                       | \$<br>112,108   |
| Ratio: Aggregate indebtedness to net capital                                                             | 2.30 to 1       |

No material differences existed between the audited computation of net capital pursuant to Rule 15c3-1 as of December 31, 2021 and the corresponding unaudited filing of part IIA of the FOCUS Report/form X-17A-5 filed by WoodRock Securities, L.P.

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#### Exemption Provisions

are cleared through another broker dealer on a fully disclosed basis. The Partnership has claimed an exemption from Rule 15c3-3 under Section (k)(2)(ii), in which all transactions

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#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and Partners of WoodRock Securities, L.P.

We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) WoodRock Securities, L.P. identified the following provisions of 17 C.F.R. §15c3-3(k) under which WoodRock Securities, L.P. claimed an exemption from 17 C.F.R. §240.15c3-3 (k)(2)(ii) (the exemption provisions) and (2) WoodRock Securities, L.P. stated that WoodRock Securities, L.P. met the identified exemption provisions throughout the most recent fiscal year without exception. WoodRock Securities, L.P.'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 WoodRock Securities, L.P.'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)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934.

HARPER & PEARSON COMPANY, P.C.

Houston, Texas March 2, 2022

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## **WoodRock Securities, L.P.'s Exemption Report**

WoodRock Securities, L.P. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-S(d)(1) and (4). To the best of its knowledge and belief, the Company states the following:

1. WoodRock Securities, L.P. claimed an exemption 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-3 (k)(2)(ii) for the fiscal year ended December 31, 2021.

2.

3. WoodRock Securities, LP. met the identified exemption prov1s1ons in 17 C.F.R. § 240.15c3-3(k)(2)(ii) throughout the most recent fiscal year of January 1, 2021 to December 31, 2021, without exception.

WoodRock Securities, LP.

I, John P. Dennis, Ill, affirm that, to my best knowledge and belief, this Exemption Report is true and correct.

Title

March 2, 2022


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