# CARL MARKS SECURITIES LLC X-17A-5 (2025-03-03) — Broker-dealer annual report - Company: CARL MARKS SECURITIES LLC - Form: X-17A-5 - Filed: 2025-03-03 - Period: 2024-12-31 - Accession: 0001399878-25-000001 - CIK: 1399878 - File #: 8-67642 - Type: Broker-dealer - Material weakness: No - Auditor: Eisner Amper LLP - Auditor location: New York, NY - Contact: Robert Speer - Phone: 212-909-8400 - Email: rspeer@carlmarks.com - Website: carlmarks.com - Signed by: Robert Speer (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1399878/000139987825000001/crlmks2024auditshort.pdf --- {0}------------------------------------------------ OMB APPROVAL **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549** OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART III** | SEC FILE NUMBER | |-----------------| | 8-67642 | **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | FILING FOR THE PERIOD BEGINNING | 01/01/2024 | AND ENDING | 12/31/2024 | |---------------------------------|------------|------------|------------| | | MM/DD/YY | | MM/DD/YY | **A.REGISTRANT IDENTIFICATION** #### NAME OF FIRM: .Carl Marks Securities, LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer Security-based swap dealer Major security-based swap participant Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS:(Do not use a P.O. box no.) # 900 Third Avenue, 33rd Floor ? | | {No. and Street) | | | |-------------------------------------------------------------------------------------------------|----------------------------------------------------------|-------------------------------------------|----------------------| | York
New | NY | | 10022 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Speer
Robert | 212-909-8400 | | rspeer@carlmarks.com | | (Name) | (Area Code -Telephone Number) | (Email Address) | | | | ACCOUNTANT IDENTIFICATION
B. | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
EisnerAmper
LLP | (Name -if individual, state last,first, and middle name) | | | | Third
733
Avenue | York
New | NY | | | (Address) | | | | | | (City) | (State) | 10017
(Zip Code) | | 09/29/2003 | | 274 | | | (Date of Registration with PCAOB)(jf applicable) | | (PCAOB Registration Number,if applicable) | | \* Claims for exemption from the requirement that 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-5(e)(l)(ii),**if** applicable. **Persons who are to respond to the collection of information containedin this form are notrequired to respond unless the form displays a currently valid OMB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | swear (or affirm) that, to the best of my knowledge and belief, the
1, Robert Speer | |----------------------------------------------------------------------------------------------------------------------------------| | , as of
financial report pertaining to the firm of Carl Marks Securities, LLC | | ,is true and correct. Ifurther swear (or affirm) that neither the company nor any
12/31
, 2024 | | partner,officer,director, or equivalent person,as the case may be, has any proprietary interest in any account classified solely | | as that of a customer. | | | | Signature: | | 55 vi
•
| | Title: | | Chief Financial Officer | | x | | JAMES F. HICKEY
otary Public
Notarv Public, State of New York | | Rt vru.1!H.ion #01HI6340819 | | GU*A>
In Queens County
^£
contains (check all applicable boxes):
this
filing**
*
.- | | Commission Expires April 25,
(a) Statement of financial condition.
H | | (b) Notes to consolidated statement of financial condition.
B | | (c) Statement of income (loss) or,if there Is other comprehensive income in the period(s) presented, a statement of | | comprehensive income (as defined in § 210.1-02 of Regulation S-X). | | (d) Statement of cash flows. | | or sole proprietor's equity.
or partners'
(e) Statement of changes in stockholders' | | (f) Statement of changes in liabilities subordinated to claims of creditors. | | (g) Notes to consolidated financial statements. | | (h) Computation of net capital under 17 CFR 240.15c3-lor 17 CFR 240.18a-l,as applicable. | | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or | | Exhibit A to 17 CFR 240.18a-4, as applicable. | | (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | (n) Information relating 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. | | (o) Reconciliations,including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net | | worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable,and the reserve requirements under 17 | | CFR 240,15c3-3 or 17 CFR 240.18a-4, as applicable,if material differences exist, or a statement that no material differences | | exist. | | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | (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.
B | | (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | (t) Independent public accountant's report based on an examination of the statement of financial condition.
B | | (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 | | CFR 240.17a-5,17 CFR 240.18a-7, or 17 CFR 240.17a-12,as applicable. | | (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 | | CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | CFR 240.18a-7, as applicable. | (x) Supplemental reports on applying agreed-upon procedures,in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - (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). - (z) Other: I **;** ; **i** j *\* *i* t : ! *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.ISa-7(d)(2), as applicable.* i {2}------------------------------------------------ # **CARL MARKS SECURITIES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2024** {3}------------------------------------------------ #### **Contents** | | Page | |---------------------------------------------------------------------------|------| | accounting
firm
Report
of
independent
registered
public | 1 | | Financial
Statements | | | Statement
of financial
condition | 2 | | Notes
to
statement
of financial
condition | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) **EisnerAmper LLP** 733 Third Avenue New York, NY 10017 T 212.949.8700 F 212.891.4100 www.eisneraihper.com *!* #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To Member of Carl Marks Securities LLC #### *Opinion on the Financiai Statement* We have audited the accompanying statement of financial condition of Carl Marks Securities LLC (the "Company"), a wholly-owned subsidiary of Carl Marks Advisory Group LLC, as of December 31, 2024 and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement 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 the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. •••i'i; We conducted our audit in accordance with the standards ofthe^ CAOB. 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 included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2008. EISNERAMPER LLP New York, New York February 27, 2024 **"EisnerAmper" is the brand name under which EisnerAmper LLP and Eisner Advisory Group** U.C **and its subsidiary entities provide professional services. EisnerAmper LLP and Eisner Advisory Group LLC are independently owned firms that practice in an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law,regulations and professional standards. EisnerAmper LLP is a licensed CPA firm that provides attest services, and Eisner Advisory Group LLC and its subsidiary entities provide tax and business consulting services. Eisner Advisory Group LLC and its subsidiary entities are not.licensed CPA firms.** {5}------------------------------------------------ #### **Statement of Financial Condition December 31, 2024** #### **ASSETS** | Cash
Advisory
fee receivable
Other
assets | \$1,206,669
5,000
55.736 | |-----------------------------------------------------------------------------------------------------------------------|--------------------------------| | Total
assets | \$1.267.405 | | EQUITY
LIABILITIES
AND
MEMBER'S
Deferred
revenue
Accrued
expenses
and
other
liabilities | \$
260,000
102.266 | | Total
liabilities | 362,266 | | Member's
equity | 905.139 | | Total
liabilities
and
member's
equity | \$1.267.405 | {6}------------------------------------------------ #### **Notes to Statement of Financial Condition December 31, 2024** #### **NOTE A - ORGANIZATION AND NATURE OF BUSINESS** Carl Marks Securities LLC (the "Company"), a wholly owned subsidiary of Carl Marks Advisory Group LLC (the "Parent") and a New York limited liability company, was formed on May 26, 2006. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority. The Company commenced its broker-dealer operations on October 12, 2007 and shall continue unless terminated in accordance with its operating agreement. The Company is engaged in providing advisory services involving private placement and mergers and acquisitions for its clients. It is intended that all offerings will be exempt from registration under the provisions of either Regulation D or Rule 144A. The Company does not hold customer funds or safe-keep customer securities or engage in the underwriting of securities. #### **NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### **[1] Basis of Presentation:** The statement of financial condition is prepared in conformity with accounting principles generally accepted in the United States of America. #### **[2] Cash:** The Company maintains cash in bank accounts which, at times, may exceed federally insured limits. #### **[3] Advisory Fees:** The Company provides advisory services on mergers and acquisitions and private placement of securities. Revenue for advisory arrangements 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 cancelled. 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. In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as deferred revenue. As of December 31, 2024, the Company has deferred \$260,000 in revenue related to contracts that have not been completely fulfilled. #### **[4] Income Taxes:** As a single member LLC, the Company is considered a disregarded entity for federal, state and local income tax purposes and is not required to pay income taxes on income or gains. As such, its income and losses are reported on the Parent's tax return. The Company has not recognized in this financial statement any interest or penalties related to income taxes and has no unrecognized tax benefits. #### **[5] Use of Estimates:** Preparation of statement of financial condition in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates. {7}------------------------------------------------ #### **Notes to Statement of Financial Condition December 31, 2024** #### **[6] Segment Reporting:** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of advisory services on mergers and acquisitions and private placement of securities. The Company has identified its Chief Financial Officer (CFO) as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital (see Note D), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or make capital distributions. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. All of the operations of the Company are domestic. ### **NOTE C - RELATED PARTY TRANSACTIONS** The Company entered into a service agreement with the Parent in which the Company agreed to reimburse the for certain general and administrative costs incurred on the Company's behalf. In addition, direct costs, which consist of employees' compensation and benefits, are allocated to the Company based upon actual time spent by the Parent's personnel on the Company's business. At December 31, 2024, \$45,251 is included in accrued expenses and other liabilities for amounts owed to the Parent for direct costs and overhead reimbursements. The Company's financial statement may not necessarily be indicative of the Company's financial condition had the Company operated as an unaffiliated entity of the Parent. #### **NOTE D - NET CAPITAL REQUIREMENTS** The Company is subject to the Uniform Net Capital Rule under the Securities Exchange Act of 1934 (the "Rule"). The Rule requires the maintenance of minimum net capital, as defined, of 6 2/3% of aggregate indebtedness, or \$5,000, whichever is greater, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2024, the Company's net capital of \$844,403 exceeded the required minimum net capital of \$24,151 by \$820,252 and the ratio of aggregate indebtedness to net capital was .43 to 1. # **NOTE E-CLIENT REFERRAL AGREEMENT** The Company has a client referral agreement with Morgan Stanley Smith Barney LLC ("MSSB"). The Company is required to pay MSSB 20% of net cash placement fees, net advisory success, transactions, closing, retainer, or other cash or non-cash fees received by the Company in connection with any completed transaction for a referred party from MSSB. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.