# SAWAYA PARTNERS SECURITIES, LLC X-17A-5 (2022-03-01) — Broker-dealer annual report - Company: SAWAYA PARTNERS SECURITIES, LLC - Form: X-17A-5 - Filed: 2022-03-01 - Period: 2021-12-31 - Accession: 0001449489-22-000001 - CIK: 1449489 - File #: 8-68076 - Type: Broker-dealer - Material weakness: No - Auditor: RSGNC&S Certifited Public Accountant PL - Auditor location: Woodbury, NY - Contact: Michael T Marrone - Phone: 6469301906 - Signed by: MICHAEL T MARRONE (CFO & FIN-OP) Original filing: https://www.sec.gov/Archives/edgar/data/1449489/000144948922000001/sawaya2021bsonlyc.pdf --- {0}------------------------------------------------ UNITED STATES **SECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549 **ANNUAL REPORTS FORM X-17A-5 PART Ill FACING PAGE** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-68076 **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities E,cchange Act of 1934** FILING FOR THE PERIOD BEGINNING 01101121 AND ENDING ^12131121 ---------- ----------- MM/DD/YY MM/DD/YY A. **REGISTRANT IDENTIFICATION** NAME OF FIRM: SAWAYA PARTNERS SECURITIES LLC TYPE OF REGISTRANT (check all applicable boxes): Iii Broker-dealer □ Security-based swap dealer D Check here if respondent is also an OTC derivatives dealer D Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use **a** P.O. box no.) 888 SEVENTH AVENUE - 15TH FLOOR **(No.** and Street) NEW YORK NY (City) {State) PERSON TO CONTACT WITH REGARD TO THIS FILING 10019 (Zip Code) MICHAEL T MARRONE 646-930-1906 MMARRONE@SAWAYAPAi:; (Name) {Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* RSGNC&S CERTIFITED PUBLIC ACCOUNTANT PPL 97 FROEHLICH FARM BLVD (Address) 02/23/2010 (Name - if individual, state last, first, and middle name) WOODBURY (City) NY (State) 5028 11797 (Zip Code) l"' of R,~,i,ouoo ,.th PCAOB)(lf oppUcabiel FOR OFFICIAL USE ONLY (PCAOB Reg;s,ratloo Nomb", If oppUcableJ I \* 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-S(e)(l)(ii), if applicable. Persons who are to respond to the collec:tion of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, MICHAEL T MARRONE | swear (or affirm) that, to the best of my knowledge and bel ief, the | |------------------------------|-------------------------------------------------------------------------------------------------------------------------------| | | financial report pertaining to the firm of SAWAYA PARTNERS SECURITIES LLC
as of | | DECEMBER 31
2 021 | is true and correct. I further swear (or affirm) that neither the company nor any | | | pa rtner, officer. director, or equivalentDers~L~~~~~.sel~SS?J:lhas any proprietary interest in any account classified solely | | as t hat of a customer. | Notary r-ubllc State of New York | | _
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Comm1ss1on Expire.<:= | | | Title: | | | CFO & FIN-OP | Notary Public #### This filing\*\* contains (check all applicable **boxes):** - ii (a} Statement of financial condition. - ii (b} Notes to consol idated statement of financial condition. - □ (c) St atement 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 (d} Statement of cash flows. - D {e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f} Statement of changes in liabilities subordinated to claims of creditors. - □ **{g)** Notes to consol idated financia l statements. - □ (h) Computation of net capital under 17 CFR 240.15c3-l or 17 CFR 240.lBa-l, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.lBa-2. - D {j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D {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.lBa-4, as appl icable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - Iii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relati ng to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2} or 17 CFR 240.lBa-4, as applicable. - D (o} Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.lBa-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lBa-4, as applicable, if material differences exist, or a statement that no material differences **exist.** - D (p) Summary of financial data for subsidiaries not consol idated in the stat ement of financial condition. - Iii (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. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - D {s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - ii (t} Independent public accountant' s report based on an examination of the statement of financial condition. - D (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.lBa-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an exam ination of certain statements in t he compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - D {x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - D (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). ^D{z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_ \_ - *^\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as opplicable.* {2}------------------------------------------------ SAWAYA PARTNERS SECURITIES, LLC (a wholly owned subsidiary of Sawaya Partner, LLC) > STATEMENT OF FINANCIAL CONDITION AND INDEPENDENT AUDITORS' REPORT > > DECEMBER 31, 2021 {3}------------------------------------------------ # SAWAYA PARTNERS SECURITIES, LLC # CONTENTS | | Page | |---------------------------------------------------------|------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement | | | Statement of Financial Condition at December 31, 2021 | 2 | | Notes to Financial Statement | 3-7 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) Mark C. Goldberg, CPA Mark Raphael, CPA Floria Samii-Nikpour, CPA Allan B. Cohen, CPA Michael R. Sullivan, CPA Founding Partner: Melvin Goldberg, CPA Anita C. Jacobsen, CPA ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Members of Sawaya Partners Securities, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Sawaya Partners Securities, LLC (the "Company") (a limited liability company), as of December 31 , 2021 , and the related notes to the financial statement. In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of Sawaya Partners Securities, 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 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.** 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 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. Raphael Goldberg Nikpour Cohen & Sullivan Certified Public Accountants PLLC We have served as the Company's auditors since 2016 Woodbury, New York February 28, 2022 {5}------------------------------------------------ # SAWAYA PARTNERS SECURITIES, LLC (a wholly owned subsidiary of Sawaya Partners, LLC) STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021 # ASSETS | ASSETS | | |------------------------------------------|-----------------| | Cash and cash equivalents | \$
577,040 | | Accounts receivable | 220,000 | | Due from Parent | 5,018,615 | | Organizational costs (net of accumulated | | | amortization of \$96,703) | 14,877 | | Other assets | 5,548 | | | | | TOTAL ASSETS | \$
5,836,080 | ## LIABILITIES AND MEMBER'S EQUITY ## LIABILITIES | Accounts payable and accrued expenses | \$
78,579 | |---------------------------------------|-----------------| | TOTAL LIABILITIES | 78,579 | | MEMBER'S EQUITY | 5,757,501 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
5,836,080 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ ## Note 1 - Organization Sawaya Segalas Securities, LLC (the "Company"), a wholly owned subsidiary of Sawaya Segalas, & Co., LLC (the "Parent"), was incorporated on June 6, 2006 and commenced operations on December 1, 2008. The Company became a broker-dealer on July 2, 2009 and as such is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority, Inc. (the "FINRA"). The Company provides financial advisory and capital raising services, principally related to recapitalization, refinancing, sales, merger, consolidation or other business combination and acquisition advice. The Company does not carry securities accounts for customers or perform custodial functions relating to customer securities and does not claim exemption from the Customer Protection Rule but limits its business activities to those specified in footnote 74 of SEC Release No. 34-70073. On the 17th of July 2017 Sawaya Segal as Securities, LLC changed its name to Sawaya Partners Securities, LLC (the "Company"), also on the same date Sawaya Segalas & Co., LLC changed its name to Sawaya Partners, LLC (the "Parent"). On the 21 st of December 2021 Sawaya Partners, LLC announced that they will be merging with Canaccord Genuity Group Inc., a broker-dealer registered with the SEC and FINRA. Starting in January 2022 all of Sawaya's registered represents will now be registered and working for the Canacoord Genuity Group Inc. Sawaya Partners Securities, LLC will continue to operate as a broker-dealer but only concentrate on old business that happened before the merger. #### Note 2 - Summary of Significant Accounting Policies #### Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### Revenue Recognition The Company accounts for revenue under Financial Accounting Standards Board ("FASB") ("ASC") 606 and the description of the Company's revenue stream are as follows: #### Advisor fees The Company provides strategic advisory services to companies, including raIsIng capital and acquisitions. Revenues are recognized at a point in time when the related services are completed. {7}------------------------------------------------ ## Note 2 - Summary of Significant Accounting Policies (continued) ### Cash and Cash Equivalents Cash and cash equivalents consist of cash held at a major financial institution. At times, cash balances may exceed insured limits. The Company has not experienced any losses in such accounts. The Company considers all highly liquid instruments purchased with a maturity date of three months or less when purchased to be cash equivalents. The Company maintains its cash balances in one financial institution. These balances are insured by the Federal Deposit Insurance Corporation ("FDIC") up to \$250,000. #### Income Taxes No Provision for federal and state income taxes has been made since the Company is not a taxable entity. As a single member limited liability company, the member is individually liable for the taxes on the Company's income or loss. However, the company is subject to New York City Unincorporated Business Tax and, when applicable, a provision is included on the statement of operations. The Company complies with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes with required an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized. ASC 740 provided guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The tax years that remain subject to examination are 2020, 2019, and 2018. The Company determined that there are no uncertain tax positions which would require adjustments or disclosures on the financial statements. {8}------------------------------------------------ ## Note 2 - Summary of Significant Accounting Policies (continued) ### Fair Value Measurement - Definition and Hierarchy FASB ASC 820, Fair Value Measurement has no material effect on these financial statements. ## Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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. ### Note 3 - Liabilities Subordinated to the Claims of General Creditors As of December 31, 2021, the Company had not entered into any subordinated loan agreements. ### Note 4 - Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of a minimum net capital, as defined, of the greater of \$5,000 or one-fifteenth of aggregate indebtedness, as defined. At December 31, 2021, the Company had net capital of \$498,460, which exceeded its requirement by \$493,221. Additionally, the Company must maintain a ratio of aggregate indebtedness to net capital of 15:1 or less. At December 31, 2021, this ratio was 15.76 to 1. The Company is does not claim exemption from the Customer Protection Rule but limits its business activities to those specified in footnote 74 of SEC Release No. 34- 70073. ### Note 5 - Commitments and Contingent Liabilities The Company had no underwriting commitments, no contingent liabilities and had not been named as defendant in any lawsuit at December 31, 2021 or during the year then ended. {9}------------------------------------------------ ### Note 6 - Related Party Transactions For the year ended December 31, 2021, the Company shared office space with its sole member, the Parent. In accordance with the expense sharing agreement (the "Agreement"), the Parent allocates a percentage of the rent and certain other overhead and administrative expenses to the Company. In lieu of cash payments, these amounts may be recorded as capital contributions of the Parent. The Parent has adequate resources independent of the Company to pay these expenses, and the Company has no additional obligation, either direct or indirect, to compensate a third party for these expenses. The total allocated expenses were \$11,731,286 for the year ended December 31, 2021. The Agreement includes a provision for a management fee to the Parent. For the year ending December 31, 2021, the management fee expense amounted to \$24,071,600. As of December 31, 2021, the total amount due from the Parent for the allocated expenses and management fee was \$5,018,615. ### Note 7 - Guarantees FASB ASC 460, Guarantees, requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying factor (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement as well as indirect guarantees of the indebtedness of others. The company has issued no guarantees at December 31, 2021 or during the year then ended. {10}------------------------------------------------ ## Note 8 - Risk and Uncertainties - COVID-19 The Company continues to monitor and work with the management teams of the affiliated companies to which we provide services to navigate the significant market, operational and economic challenges created by the continuing COVID-19 pandemic. This has impacted the companies to which we provide services and the broader financial markets in general. The investment portfolio of these affiliated companies continues to be focused on a diversified mix of industries and sectors, and the Company believes they have effectively and efficiently responded to the challenges posed by COVID-19 and related orders imposed by state and local governments. At this point, the extent to which COVID-19 may impact the Company's financial condition or results of operations is uncertain, but the Company believes it has a sufficient level of liquidity to support its capital needs. ### Note 9 - Subsequent Events The Company has evaluated all events or transactions that occurred after December 31, 2021 through February 28, 2022 and no other events have been identified which require disclosure. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.