# AMERICAN ELM DISTRIBUTION PARTNERS, LLC X-17A-5 (2025-08-28) — Broker-dealer annual report - Company: AMERICAN ELM DISTRIBUTION PARTNERS, LLC - Form: X-17A-5 - Filed: 2025-08-28 - Period: 2025-06-30 - Accession: 0001486350-25-000004 - CIK: 1486350 - File #: 8-68523 - Type: Broker-dealer - Material weakness: No - Auditor: David Lundgren & Company - Auditor location: Olathe, KS - Contact: Kimberly Ryan - Phone: 248-224-8713 - Email: kryan@compliance-risk.com - Website: compliance-risk.com - Signed by: Michael Ponticello (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1486350/000148635025000004/aedpshort1.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill 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 **07/01/2024** MM/DD/YY AND ENDING **06/30/2025** MM/DD/YY **A. REGISTRANT** IDENTIFICATION NAME oF FIRM: American Elm Distribution Partners LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer □ Security-based swap dealer □ Check here if respondent is also an OTC derivatives dealer □ Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: {Do not use **a P.O.** box no.) | | One New Hampshire Avenue, Suite 125 | | |--|-------------------------------------|--| |--|-------------------------------------|--| | (Name) | (Area Code - Telephone Number) | (Email Address) | |----------------------------------------------|--------------------------------|---------------------------| | Kimberly Ryan | 248-224-8713 | kryan@compliance-risk.com | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | (City) | {State) | (Zip Code) | | Portsmouth | NH | 03801 | | | (No. and Street) | | # **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* # David Lundgren & Company | 505 North Mur-Len Road | (Name - if individual, state last, first, and middle name)
Olathe | KS | 66062 | |----------------------------------------------|----------------------------------------------------------------------|-----------------|------------| | (Address)
1/5/2015 | (City) | {State)
6075 | (Zip Code) | | rte of Registration with PCAOB)(if applka.,) | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | • 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}(1)(ii), if applicable. **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 valid 0MB control number. 0MB APPROVAL 0MB Number: 3235-0123 EKpires: Nov. 30, 202.6 Estimated average burden hours per response: 12 | SEC FILE NUMBER | | |-----------------|--| | 8-68523 | | {1}------------------------------------------------ #### OATH OR AFFIRMATION I, Michael Ponticello swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of American Elm Distribution Partners LLC as of June 30 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 classified solely ![](_page_1_Picture_4.jpeg) Title: Chief Executive Officer # This **filing\*\* contains (check all a;p'rf~fflfJ~if** - **liil** (a) Statement offinancial condition. - **liil** {b) Notes to consolidated statement offinancial condition. - □ {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-XI. - □ {d) Statement of cash flows. - □ (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 consolidated financial statements. - □ {h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, 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 240.15c3-1, 17 CFR 240.18a-1, 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. - I!!!! (qi 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 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - I!!!! (ti 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 240.18a-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. - !!I (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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e 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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*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 applicable. {2}------------------------------------------------ # Report on Audit of Financial Statements Statement of Financial Condition and related notes For the period from July 1, 2024 through June 30, 2025 and Report of Independent Registered Public Accounting Firm {3}------------------------------------------------ | American Elm Distribution Partners, LLC
For the period from July 1, 2024
through June 30, 2025 | | |------------------------------------------------------------------------------------------------------|---| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statements | | | Statement of financial condition | 2 | {4}------------------------------------------------ **TE, .. , .. i'HON: 913:** ''BZ.9SacJ FACSIMILE (91 3) 782-9564 To the Board of Directors and Member of American Elm Distribution Partners, LLC #### Opinio:: (:nth" Fina,h **ial** Bt,,temf'fH We have audited the accompanying statement of financial condition of Ameirican Elm Distribution Partners, . C as Jun 0, 2., 5, a ,d :he ,ted *<;* es ,., 'lect\:: y re::,: ed ·,,s thE:' ":ina , >rOC'2: ,res iiSSe',s the risks of material misstatement of the financial statement, whether due to error or fraud, and performing ,.ced,.,,:s th res:: d to ose :,ks. •,1 hp :cedur·: incL,ded ,xcminin. on a test basis, evidence ;:ard. the oun-, and :;;c:clo, .''Sin "e fi, cial 'deme:,:s. 0 • aud: ,,tso ,,::udec ::val:i:erng tH:' accounting principles used and significant estimates made by management, as well as evaluating the ,"'rall sen::: :on :he f ·,;ncia, tate >: 1.ts. be;,. et ::i; our p:c•:ide· rea;;c, able .isis our -7 opinion. ./J . ..... •. •• /-/ ) *I* --f \_,,,?,-~~~-;:,~ *j* ha erv as . eric · Elm trib ::.:n P • ers , LC's .••• dito1 ,, nee , :24. Olathe, Kansas Au; :t21 25 {5}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Statement of Financial Condition For the period from July 1, 2024 through June 30, 2025 # Assets | American Elm Distribution Partners, LLC
(A LIMITED LIABILITY COMPANY)
Statement of Financial Condition | | |--------------------------------------------------------------------------------------------------------------|------------------------| | Assets | | | Cash
and cash equivalents
Prepaid expenses | \$
17,926
13,531 | | TOTAL ASSETS | \$
31,457 | | Liabilities and Member's
Equity | | | Liabilities
Accounts payable and accrued expenses | _
10,762 | | Member's Equity | 20,695 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
31,457 | | | | See notes to financial statements. {6}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements For the period from July 1, 2024 through June 30, 2025 ### Note 1 – Organization and Nature of Business American Elm Distribution Partners, LLC (the "LLC") was formed on January 14, 2010 as a Delaware limited liability company and is a wholly-owned subsidiary of Granite Island Holdings LLC (Holding Company). The LLC is a registered broker dealer, a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and is exempt from the requirements of rule 15c3-3 of the U.S. Securities and Exchange Commission (the "SEC") since the LLC does not take custody of any customer funds or securities. The LLC's primary business activity is to distribute affiliate and third-party private fund offerings to institutional investors, registered investment advisors and family offices. Prior to the change in ownership, the LLC was owned by Arboretum Group, LLC. the Company filed a Continuing Membership application with FINRA for a change in ownership which became effective on February 22, 2022. ### Note 2 - Significant Accounting Policies ### Basis of accounting The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Revenue is recognized when earned, while expenses and losses are recognized when incurred. ### Cash and cash equivalents The LLC considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of funds maintained in a checking account held at a financial institution. # Accounts receivable The LLC carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the LLC evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs and collections and current credit conditions. No allowance for doubtful accounts was required at June 30, 2025. # Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the LLC to make estimates {7}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements For the period from July 1, 2024 through June 30, 2025 Note 2 - Significant Accounting Policies (continued) and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material. ### Revenue Recognition The LLC recognizes revenue in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. Base fees are received in advance as a flat fee and are recorded on a monthly basis in connection with the offering period in accordance with the terms of the agreement. Underwriting fees are earned upon closings based on the total purchase price of all units sold in accordance with the terms of the agreement. The due diligence fee income is received by the Company for all research, legal counsel costs and analysis done by the Company in preparation for launch of marketing efforts. Revenue Stream Income Statement Classification Total Revenue Distribution Retainer Fee income \$ 16,620 Other Income Other Income \$ 21,592 Interest Income Interest Income \$ 67 \$ 38,279 Disaggregation of the LLC's revenue by major sources for the period ended June 30, 2025 is as follows: | Revenue Stream | Income Statement Classification | | Total Revenue | | |-----------------------|---------------------------------|----|---------------|--| | Distribution Retainer | Fee income | ని | 16.620 | | | Other Income | Other Income | S | 21.592 | | | Interest Income | Interest Income | | | | | | | | 38.279 | | # Income taxes The LLC is a single member which is treated as a disregarded entity for U.S. tax purposes and no provision for income taxes is recorded since the liability for such taxes is that of the Member rather than the LLC. The LLC's income tax returns are subject to examination by the federal and state taxing authorities, and changes, if any, could adjust the individual income tax of the Member. Uncertain tax positions - The LLC follows the provisions of the Financial Accounting Standards Board (FASB) Topic 740, Accounting for Uncertainty in Income Taxes ("Uncertain Tax Position"). This accounting guidance prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in {8}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements For the period from July 1, 2024 through June 30, 2025 Note 2 - Significant Accounting Policies (continued) interim periods, disclosure, and transition. Under Uncertain Tax Position, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The LLC has evaluated its tax position for the period ended June 30, 2024, and does not expect any material adjustments to be made. # Note 3 – Segment Reporting The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023- 07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable segment, which is comprised of the distribution of private placements. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The Company has identified its Chief Executive Officer as 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. The nature of business and accounting policies of the private placements segment are the same as described in the organization and nature of business and summary of significant accounting policies. ### Note 4 – Related Party Transactions American Elm Distribution Partners is under common ownership with the investment manager of the affiliated fund. The investment manager is in common ownership with the Company's Holding Company. As of April 20, 2022 the LLC entered into an expense sharing agreement with Granite Island Partners, LLC, an entity under common ownership that shall remain in effect for a period of one year and shall automatically renew for additional year periods until either party delivers written notice of termination to the other party. This agreement covers payroll, rent, operating and administrative expenses. During the period there were several months when the expenses were waived. The amount of expenses incurred pursuant to the expense sharing agreement with Granite Island Partners, LLC for the period ended June 30, 2025 was \$45,515. {9}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements For the period from July 1, 2024 through June 30, 2025 Note 5 – Net Capital Requirements The LLC is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At June 30, 2025, the LLC had net capital of \$7,164 which was \$2,164 in excess of its required net capital of \$5,000. The LLC's ratio of aggregate indebtedness to net capital was 150.22%. Cash - The LLC maintains principally all cash balances in one financial institution which, # Note 6 – Contingencies The Company's business subjects it to various claims, regulatory examinations and actions, and other proceedings in the ordinary course of business. There are no pending claims or legal proceedings against the Company, in which the company is a named respondent. ### Note 7 – Concentration of Credit Risk at times may exceed the amount insured by the Federal Deposit insurance Corporation. The exposure to the LLC is solely dependent upon daily bank balances and the respective strength of the financial institution. The LLC has not incurred any losses on this account. At June 30, 2025, the balance was not in excess of the insured amount of \$250,000. Revenue - For the period ended June 30, 2025, the LLC's revenues were derived from two customers. ### Note 8 – Indemnifications In the normal course of its business, the LLC indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the LLC. The maximum potential amount of future payments that the LLC could be required to make under these indemnifications cannot be estimated. However, the LLC believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. {10}------------------------------------------------ (A LIMITED LIABILITY COMPANY) Notes to Financial Statements For the period from July 1, 2024 through June 30, 2025 Note 8 – Indemnification (continued) The LLC provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The LLC may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the LLC could be required to make under these indemnifications cannot be estimated. However, the LLC believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. LLC's ownership structure consists of 30% GIH and 70% IDPH. The LLC has evaluated events and transactions that occurred subsequent to June 30, 2025, through the date which the financial statements were available to be issued, for possible # Note 9 – Subsequent Events On June 17, 2025, the LLC submitted a Continuing Membership Application to FINRA requesting approval for a direct ownership change and a business expansion to include the sale of variable life insurance and annuities. FINRA approved both the ownership change and the additional business line on July 30, 2025. Following the change, the disclosure and recognition in the financial statements. Based upon this review, the LLC has determined that there were no events, other than the one above which took place that would have material impact on the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.