# NEST INVESTMENTS BD LLC X-17A-5 (2025-03-06) — Broker-dealer annual report - Company: NEST INVESTMENTS BD LLC - Form: X-17A-5 - Filed: 2025-03-06 - Period: 2024-12-31 - Accession: 0001738878-25-000001 - CIK: 1738878 - File #: 8-70117 - Type: Broker-dealer - Material weakness: No - Auditor: Kreischer Miller, LLP Certified Public Accountants - Auditor location: Horsham, PA - Contact: GARY CUCCIA - Phone: 7327139607 - Email: gary@finopcfo.com - Website: finopcfo.com - Signed by: Michael Church (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1738878/000173887825000001/nestedgarfs2024.pdf --- {0}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** ## **ANNUAL REPORTS FORM X-17A-5 PART** Ill | 0MB APPROVAL | |--------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | 12 | | | | SEC FILE NUMBER | | |-----------------|--| | 8-70117 | | **FACING PAGE** **Information Required Pursuant to Rules 17a-5, l7a-12, and lSa-7 under the Securities Exchange Act of 1934** FILi°NG FOR THE PERIOD BEGINNING **O 1/01/2024** AND ENDING **12/31/2024** MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** # NAME oF FIRM: Nest Investments BO LLC TYPE OF REGISTRANT (check all applicable boxes): E!J 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.) | 20 Ash Street, Suite 300 | | |--------------------------|--| |--------------------------|--| | | | (No. and Street) | | | | | |---------------------------------------------------------------------------|---------|-----------------------------------------------------------|------|----------------------------------------------|-------------------|--| | Conshohocken | | PA | | | 19428 | | | (City) | (State) | | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Garry Cuccia | | 732-713-9607 | | | gary@finopcfo.com | | | (Name) | | (Area Code -Telephone Number) | | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | Kreischer Miller, LLP Certified Public Accountants | | | | | | | | | | (Name -if individual, state last, first, and middle name) | | | | | | 100 Witmer Road, Suite 350 Horsham | | | | PA | 19044 | | | (Address) | | (City) | | (State) | (Zip Code) | | | 9/8/2015 | | | 6151 | | | | | rte of Reg;,tratioo with PCAOB)(a appHcable) | | FOR OFFICIAL USE ONLY | | {PCAOB Reg;st,,tioo N,mbec, If 'ppHca ble) 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 collection 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 Church | swear (or affirm} that, to the best of ·my knowledge and belief, the | | | | |--------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--|--|--| | financial report pertaining to the firm of Nest Investments BD LLC | as of | | | | | 2~,
3/5 | is true and correct. I further swear (or affirm) that neither the company nor any | | | | | as that of a customer. | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | | | c~THW Pl!NNSVlVNM • NOTARY SEAi. | | | | | **Jennifer Mane Laster. NOTARY PUBLIC Montgomeiy County My Commission Expires 08/28/2025 Commission Number 1320017** *~~Irr--* t~ Lr:u *I* • Title: Chief Executive Offier Signature~~ Notary Public #### **This filing\*\* contains (check all applicable boxes):** - **!!!I** (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - **!!!I** (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). - **!!!I** (d) Statement of cash flows. - Iii! (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subordinated to claims of creditors. - Iii (g) Notes to consolidated financial statements. - Iii (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - Iii (j) Computation for determination of customer reserve req irements 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 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D {I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - Iii (m) Information relating to possession or control requirements for customers under 17 CFR 240.1Sc3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.1Sc3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - Iii! (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.1Sc3-1, 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 exi5t, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **!!!I** (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **!!!I** (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - Iii (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. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - Iii! (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-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.l 7a-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 applicable. {2}------------------------------------------------ Nest Investments BO LLC Financial Statements and Supplementary Information December 31, 2024 {3}------------------------------------------------ ## Nest Investments BD LLC Ta bl of Contents December 31, 2024 | Report of Independent Registered Public Accounting Firm 3-4 | | |------------------------------------------------------------------------------------------------------|--| | Financial Statements | | | Statemento.f Financial Condition 5 | | | Statement of Operations 6 | | | Statement of Changes in Member1
s Equity 7 | | | Statement of Cash Flows
8 | | | Notes to Financial Statements
9-15 | | | Supplementary Information | | | Schedule I: Computation of Net Capital under Ru! 15c3-1 o.f the Securitie and Exchange Commis ion | | | as of December 31, 2024
17 | | | Schedule TT: Computation of Determination of Reserve Requirement Under Rule 15c3-3 of the S curities | | | and Exchange Commission as of December 31, 2024 18 | | | Schedule DI: Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the | | | Securities and Exchange Commission as of December 31, 2024 19 | | | Report of Independent Registered Public Accounting Firm 20 | | | Exemption Report, Statement pursuant to Securities and Exchange Act of 1934 Rule 17a-5 22 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) PEOPLE I IDEAS I SOLUTIONS ## **Report of Independent Registered Public Accounting Firm** To the Member of Nest Investments BO, LLC (A wholly-owned subsidiary of Nest Investments LLC) ### *Opinion on the Financial Statements* We have audited the accompanying statement of financial condition of Nest Investments BD, LLC (A wholly-owned subsidiary of est Investments LLC) as of December 31, 2024, the related statements of operations, changes in member's equity, 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 est Investments BD, LLC as of December 31, 2024, 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 Nest Investments BO, LLCs management. Our responsibility is to express an opinion on Nest Investments BD, LLC's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Nest Investments BD, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Audit & Accounting I Tax Strategies I Business Advisory I Technology Solutions I Human Capital Resources {5}------------------------------------------------ #### *Auditor's Report on Supplemental Information* The supplemental information contained in Schedule I, Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission; Schedule II, Computation for Determjnation of Reserve Requfrements Under Rule 15c3-3 (exemption) of the Securities and Exchange Commission; and Schedule III, Information Relating to Possession or Control Requirements Under Rule 15c3-3 (exemption) of the Securities and Exchange Commission has been subjected to audit procedures performed in conjunction with the audit of Nest Investments BD, LLC's financial statements. The supplemental information is the responsibility of Nest Investments BD, LLC's management. Our audit procedures included determining whether the supplementaJ 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 formjng *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 opiruon, the supplemental information included in ScheduJes I, JI, and m is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as Nest Investments BD, LLC's auditor since 2019. Horsham, Pennsylvania March 5, 2025 {6}------------------------------------------------ ### NEST INVESTMENTS BD LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2024 #### ASSETS | Cash and cash equivalents | \$198,425 | |---------------------------------------|-----------| | Receivable from clearing broker, net | 861 | | Deposit with clearing broker | 50,000 | | Commissions receivable | 51,374 | | Prepaid expenses | 16,947 | | Lease -
right of use | 21,706 | | TOTAL ASSETS | \$339,313 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES | | | Accounts payable | \$158,674 | | Due to parent | 12,966 | | Lease liability | 23,115 | | | | | TOT AL LIABILITIES | 194,755 | | | | | MEMBER'S EQUITY | 144,558 | | | | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$339,313 | See accompanying notes to the financial statements. {7}------------------------------------------------ ### NEST INVESTMENTS BD LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024 | REVENUES | | |--------------------------------|-----------------| | Commission | \$
1,394,457 | | Interest income | 19,064 | | Other revenue | 28,685 | | TOTAL REVENUES | 1,442,206 | | EXPENSES | | | Bank networking compensation | 644,086 | | Professional fees | 77,530 | | Salaries and benefits | 75,002 | | Brokerage and clearance fees | 65,188 | | Regulatory fees | 20,513 | | Insurance and li
n ing fees | 12,929 | | Technology | 13,148 | | 0 cupancy | 8,981 | | Other expense | 11,123 | | TOTAL EXPENSES | 928,500 | | NET INCOME | \$
513,706 | Se a ~companying notes to th financial statement . {8}------------------------------------------------ ### NEST INVESTMENTS BD LLC STATEMENT OF CHANGFS IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024 | Beginning Member's equity, December 31, 2023 | \$
93,189 | |----------------------------------------------|--------------| | Net income | 513,706 | | Dividends | (462,337) | | Ending Member's equity, December 31, 2024 | \$ 144,558 | See accompanying notes to the financial statements. {9}------------------------------------------------ ### NEST INVESTMENTS BD LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 #### OPERATING ACTIVITIES | Net income | \$
513,706 | |-----------------------------------------------------------------------------------|---------------| | Adjustments to reconcile net income to net cash provided by operating activities: | | | (Increase) decrease in operating assets: | | | Commission receivable | (21,679) | | Receivable from clearing broker | 438 | | Receivable from affiliated entity | 5,716 | | Prepaid expenses | (1,696) | | Lease -
right of use | 6,332 | | Increase (decrease) in operating lia bi Ii ties: | | | Accounts payable | 51,002 | | Due to parent | 6,678 | | Lease liability | (6,344) | | TOTAL ADJUSTMENTS | | | | 40,447 | | NET CASH PROVIDED BY OPERATING ACTIVITIES | 554,153 | | FINANCING ACTIVITIES | | | Dividends | (462,337) | | NET INCREASE IN CASH | 91,816 | | CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR | 106,609 | | CASH AND CASH EQUIVALENTS-
END OF YEAR | \$
198,425 | See accompanying notes to the financial statements. {10}------------------------------------------------ #### 1) ature of Business Nest Investments BD, LLC (the Company) is a registered introdu ing broker-dealer with the Securilies and Ex hang Commi sion (SEC) and Finan ial Industry Regulatory Authority (FINRA). The Company commenced operations on April 25, 2018 and was approved by FlNRA on October 12, 2018. The Company is a wholly-owned ubsidiary of Nest Investments LLC (th Parent). The Par nt is affiliat d with th Company and is a r gi ter d inv tment advi or with the SEC pursuant to the Inv stment Advisor A t of 1940. The Parent inten s to provide apital infusions to alisfy the net apital requirements. Th Company op rat s und r th prov1s1ons of Paragraph (k)(2)(ii) of Rul 15 3-3 of th S urities Exchange Act of 1934 and, accordingly, is xempt from the remaining provisions of that Rul . The Company executes and clears its customer securities transactions on a fully disclosed basis with a clearing broker, RBC Correspondent Services. The clearing broker arries all of the accounts of the customers and maintains and preserves all related books and records as are customarily kept by a clearing broker. In addition, the Company has subscription way business activities with various mutual fund and annuity carriers. In connection with its subscription way business activities, the Company will not claim an exemption from Rule 15c3-3, in reliance on Footnote 74 of SEC Release No. 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company, like other broker-dealers, is directly affected by genera l e ·onomic and market conditions, including fluctuations in volume and price level of securities, and changes in interest rates and securities brokerag servic s, all which have an impact on the Company's liquidity. ### 2) Significant Accounting Poli ies #### *Basis of Presentation* The financial sta tements are pre ented on the ac rual basis of accounting in conformily with a counling principles generally accepted in the United Sta tes of America (GAAP). #### *Use of Estimates in the Presentation of Financial Statements* The preparation of finan ial tatements in conformily with GAAP require managem nt to make estimate and assumptions that affc t the reported amounts of assets and liabilities and disclosure of ontingent a et and liabilitie at the date of the financial statements and the reported amount certain reported amounts and dis losures. *A* tual results could differ from tho e estimates. #### *Cash and Cash Equivalents* The Company considers money market funds to be highly liquid and are classified as cash equivalents. {11}------------------------------------------------ ### 2) Significant Accounting Policies, Continu d #### *Revenue Recognition* Revenues are recognized when control of the promised services is transferred to customers, in an amount that refle ts the consideration the Company expec ts to be entitled to in exchange for those services. Revenues are analyzed to deterntine whether the Company is the principal (i.e., reports revenue on a gross basis) or ag nt (i.e., reports revenues on a net basis) in the contract. Prin ipal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indi ators of which party exercises control include primary responsibility over p rformance obliga tions, inventory risk befor the good or rvi e is transferred and dis retion in establishing the price. The core principle in the revenue recognition guidance is that the company recognizes revenue in a manner that depicts the transfer of goods or services to customers in amounts tha t refl ec t the onsidera tion the ompan y expe ts to re eiv for tho e goods or ervic s. In order to apply *this* cor prin iple, the Company applies the following five steps in determfoing the amount of revenues to recognize: (i) identify th contra t; (ii) identify th performan e obligations in the contra t; (iii) d terntine the transa ·Lion price; (iv) aJlocate the transaction price to the performance obliga tions in the contract; and (v) recognize rev nue wh n (or as) th performanc obliga tion i sa tisfi d. Ea h of the st p involv managem nt's judgment and an analysi of the ma terial terms and onditions of th contract. Revenue from contra ts with cu tomers includes commission, interest and other income. The r ognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine wh ther performan e obliga tions are sa tisfied at a point in time or over time; how to allocate transac tion pri es where multi ple performance obligations are identified; when to re ogniz r venu ba d on the appropria te mea ure of th Company's progr s under the ontract; and wh ther constraints on variable consideration should be applied due to un ertain future events. ### *Commission Revenue* Commission revenu r presen ts sal s comrmss10ns gen rated by regist red r pr ntatives for their client ' pur hases and sales of ecurities on ex hanges and over-the-counter, as well as purchase of other investment or insurance products. The Company views the selling, distribution and marketing, or any combina tion th reof, of investment and/ or insurance products to uch client as a ingle performan -e obligation to the product sponsors. The Company is the agent for ommission revenue, as it is responsible for the execution of the cHents' purchases and sales, and maintains relationships with the clearing broker and product sponsors. Registered representatives assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a net basis. {12}------------------------------------------------ ### 2) Significant Accounting Policies, Continu d #### *Revenue Recognition, Continued* Th Company gen rates two type 0£ commi ion revenue: al -ba ed onuni ion and trailing r v nue. Sales-based commission revenue is recognized at the point of sale on the trade date and/ or contract date. The Company believes that the performance obligation is satisfied on the trade date and/ or contract date because that is when the underlying security or insurance product is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to or from the customer. Trailing commissions are paid monthly or quarterly in arrears. Sales-based ommission revenue varies by investment and/ or insurance product and can be based on a percentage of an investment product's current market value, insurance product's contrac t value, value per share, the number of shares purchased, a flat dollar amount or other £actors at the time of purchase. Trailing commission revenue is generally ba ed on a p r ntage 0£ the urrent market value 0£ lient ' inve trnent holdings in traileligible assets. As it relates to trailing commissions, the Company b lieves that its performance obligation is the sal of securitie to investors and as su h this is fulfilled on th trad date. Any £ix d amounts ar recognized on Lh trade da le and variabl amow1ts are recognized Lo Lhe exLenL il is probabl that a signifi ant revenue reversal will not occur once the un ertainly is re olved. For variable amounts, as th uncertainty is dependent on the value of the shares at future points in time a well a the length of time the investor remains in the fund, both of which are highly susceptible to £actors outside the Company's influence, the Company does not b liev that it can over ome thi constraint until the market value of the fund and the investors' activities are known. Trailing commission revenue is received on a monthly and quarterly ba is and is ac rued and recognized a in ome when amount are determinable. The following table present disaggr ga ted onuni sion revenue, re ognized a t a point in time, for the year ended December 31, 2024: | Sales-ba ed \$1,079,452 | | |-------------------------|-------------| | Trailing | 315,005 | | | \$1,394,457 | Commission revenue receivable was \$51,374 and \$29,695 at December 31, 2024 and 2023, respectively. #### *Interest Income* SPruritif's trarn;actions arf' rPcordPd on a tradf' date basis. Intnf'st incomf' primarily consists of monPy market rebates and interest on credit inventory balan es. Under the agreement with the clearing broker, th Company earns a monthly money market rebate calculated on th average daily balance in certain bank deposit sweep vehicles. In addition, the Company earns interest on the net credit inventory balan es held by th cl aring brok r, which is based on the Effective Federal Funds ra te. Interest income is recorded as earned, over time, and is received monthly in arrears. #### *Other Revenue* Other revenue consi ts of amount re eived £or ustomer account fee . Amounts are a rued and re ognized as incom when d terminable and it is probabl there will not be a significant r versa!. {13}------------------------------------------------ #### 2) Significant Accounting Policies, Continued #### *Other Revenue, Continued* Additionally, the Company earns revenue for a marketing allowance with respect to first year premium of sale for certain annuily product . The Company records revenue on a quarterly ba i , wh n earned, and reasonably esti mable. For the year ended December 31, 2024, marketing revenue was 24,895 and is included in Other Revenue on the Statement of Operations. #### *Segment Reporting* The Accounting Standards Update (ASU) 2023-07 issued by the Financial Accounting Standards Board (FASB) introduced enhancem nts to s gm nt r porting r quir ment for public ntitie , including brokerct al r . Th upda te aim d to irnprov the transpar ncy and us fuln s of finan ial di lo ur for inve tor and other tak holder . ASU 2023-07 di losure requirem nts ar eff tive for fi al year starting after December 15, 2023. Company management r viewed th ASU 2023-07 dis losur requirements and det rmined that it did not have a ma terial impac t on the Company's financial statements as the company has only one reportable segment. ### *Operating Leases* The Company follows FASB ASU 842, Leases. ASU 842 requires tha t all leases other than short-term lease (less than 12 month in dura tion) are recorded on the balance she t with a right-of-use as et and a corresponding liability. ### 3) Cash and Cash Equivalents At December 31, 2024, the Company's cash and cash equivalents consisted of: | Bank Account | | \$ 20,189 | |----------------------|---------|-----------| | Money Market Account | 178,236 | | | | | \$198,425 | #### 4) Deposit and Payable to Clearing Broker Th Company ha \$50,000 on deposit with its 1 aring brok r to se ure the clearing agr em nt. At December 31, 2024, the amount due from th cl aring brok r was \$861 and repre ents amounts due for completed transactions. #### 5) Bank Networking Agreements The Company has agreements with seve ral regional and community banks to provide their customers with certain brokerage services. The Company compensates these institutions for these brokerage services provided, which is described in each institution's financial services agreement. For the year ended December 31, 2024, bank networking compensa tion expense was \$644,086. {14}------------------------------------------------ ### 6) Related Party Transactions The Company has an agreement with the Parent, to share personnel and other general and administrative costs. Co t allocated to the Company, by the Parent w re \$93,921 and are includ d in the stat ment of operations for the year ended December 31, 2024. Of the \$93,921, a total of \$75,177 was for employee compensation and benefits, \$8,981 for oc upancy expenses and \$9,748 wa for other operating expen es that include telecommuni ations, insuran ·e, and legal and professional ervic s. At December 31, 2024, th amount du to Parent was \$12,966. The Parent and Company are under common control. In addition, OceanFirst Bank NA (OceanFir t) and Republic Bank and Tru t (Republic), Lwo bank n !working in titution partners of th Company, ar a minority own r of th Par nt. For the y ar nd d Dec mber 31, 2024, bank networking comp nsation paid to O anFirst and R publi was \$622,068 and \$49, respectively. ### 7) Income Tax FASB Accounting Standards Codification (ASC) 740, Income Taxes, is the authoritativ pronouncement on accounting for and reporting in ome tax liabilities and expense. FASB ASC 740 prescrib s a morelikely-than-not re ognilion thre hold and measurement attribute £or the finan ial statement re ognition and mea urement of a tax position taken or exp ted to be taken. In addition, FASB ASC 740 provide guidance on derecognition, classification and di losure. The Company is not a taxable entity for federal and stat in ome tax purpo e . Accordingly, the Company reports its share of income or loss on the Parent's federal and state tax return. As of December 31, 2024, the 2021-2024 tax years are subject to examination by the Internal Revenue Service and generally to state examination. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on management's assessment of many factors, including past experience and complex judgment about futur events, management does not currently anli ipate ignificant changes in it uncertain tax positions over the next 12 months. ### 8) Leases The Company follows FASB's ASU 842. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. In October 2020, the Parent entered into a 7-year lease for the headquarters in Conshohocken, Pennsylvania. The Company entered into a sublease agreement with the Parent for 5% of the lease and the financial statements reflect the sublease. The lease expires in February 2028. Lease liabilities are recognized at the present value of the fixed lease payments using the annual interest rate stated in the agreement. Right of use assets are recogni:.c,ed based on the amorti:.c,ed initial present value of the fixed lease paym nt . Oc upan y xp nse totaled 8,981 for th year end d Dec mber 31, 2024. {15}------------------------------------------------ ### 8) L as s, Continued Future minimum rental payments under non-ca n elable opera ting leases as of December 31, 2024 are as follows: | Year | Amount | | |------------------|--------|---------| | 2025 | \$ | 9,220 | | 2026 | \$ | 9,451 | | 2027 | \$ | 9,627 | | 2028 | \$ | 802 | | Less discount to | | | | present value | \$ | (5,985) | | | \$ | 23,115 | | | | | #### 9) et Capital and Reserve Requirements The Company i ubje t to the SEC's Uniform Net Capital Rule {Rule 15 3-1), which requires the maintenance of minimum ne t capital and requires that the ratio of aggregate indebtedn ss ton t capital, both a defin d, shall not ex eed 15 to 1. At December 31, 2024, the Company had n t capital of 97,355, which was \$85,818 in excess of its required net ca pital of \$11,537. The Company's ratio of aggrega te indebtednes ton t capital was 177.75%. The opera tion of the Company does not include the physical handling of se urities or the maintenan e of open u tomer a ounts. As described in Note 1, the Company is exempt from th reserve provision of Rul 15c3-3 und r th ex mption allowed by paragraph (k){2)(ii) of such Rule and Footnot 74 of SEC Release No. 34-70073. ### 10) Concentration of Credit Ri k Fina ncial instruments tha t potentially expose the Company to concentrations of credit risk consist principally of cash and ash equivalents and amounts receivable from and deposits with the clearing broker. The Company prin -ipally utiliz s bank and th clearing broker to maintain it opera Ling ash accounts and temporary cash investments. At certain times, such balances may be in excess of the FDIC and SIPC insuram.; limits. Th Company provides ervic to it u tomers und r ontrac tual arrangements. The Company re ords reserves a t levels considered by management to be adequate to ab orb estimates of probable future losses (uncollectable accounts) existing at the statement of financial condition date. These reserves are based on estimates, and ultimate losses may differ from these estima tes. There i no allowance at Det:ember 31, 2024. The Company i engaged in various trading and brokerage a tivities in which its ounterparties primarily ind udP hrokPr-dPalPrs, hanks, and othPr financ-:ia l institutions. In thP PvPnt thP countPrpartiPs do not fulfill their obligations, the Company may be exposed to risk of default. The risk of default depends on the creditworthiness of the counterparty or issuer of the in trument. {16}------------------------------------------------ ### 11) Contingenci The Company clears its securities transactions through a !earing broker on a fully disclosed basi.s. Pur uant to the term of the agr ment b tw en the Company and the cl aring broker, th clearing broker has the right to charge the Company for the losses that result from counterparties' failure to fulfill its' contractual obligaLion . The contract with the clearing broker expires on Augu t 7, 2027 and in ludes an arly termination fee of \$5,000 a month for the remaining months of the contract, should the agre ment be t rminated prior to expiration. The contract will automatically ren w for su1.:c sive periods of 36 months unless terminated by either party in a cordance with the provision in the ontract. In the normal cour of bu ine , the C mpany may indemnify and guarantee ertain service provider , such as th **1** aring brok r, against pot ntial los in conne tion with their a ting ag nt or, providing s xvic s to th Company. The maximum potential amount of futur payments that the Company may b required to make under these indemrtiiica tions cannot be reasonably estimated. However, the Company believes that it i unlikely it will hav to make material payments under these arrangement and has not recorded a contingent liability in the accompanying financial statements for these indemnifica tions. ### 11) Subsequent Events The Company ha evaluated sub equent vents through March 5, 2025, the dat whi h th finan ial statem nts were availabl to b i u d. {17}------------------------------------------------ SUPPLEMENTARY INFORMATION {18}------------------------------------------------ #### Schedule I ### NEST INVESTMENTS BD LLC SUPPLEMENTAL INFORMATION COMPUTATION OF NET CAPITAL UNDER RULE 15C3-1 OF THE SECURITIES AND EXCHANGE COMMISSION #### DECEMBER 31, 2024 | Net Capital | | | |----------------------------------------------------------------------------------|---------------|---| | Total member
1
s equity | \$
144,558 | | | | | | | Nonallowable assets | | | | Prepaid expenses | 16,947 | | | Commission receivable | 26,691 | | | | 43,638 | | | Net capital before haircuts | 100,920 | | | Haircuts | 3,565 | | | Net capital | \$
97,355 | | | Aggregate indebtedness | | | | Accounts payable | \$
158,674 | | | Lease liability | 1,409 | | | Due to parent | 12,966 | | | Total aggregate indebtedness | \$
173,049 | | | Computation of basic net capital requirement | | | | Net capital requirement (greater of \$5,000 or 6-2/3% of aggregate indebtedness) | \$
11,537 | | | Excess net capital | \$
85,818 | | | Percentage of aggrega
te indebtedness to net capital | 177.75 | % | The net capital computed above and the Company's computation of net capital on its December 31, 2024 FOCUS Report - Part IIA agree. As a result, no reconciliation is necessary. {19}------------------------------------------------ Schedule II ### Ne t Investment BD, LLC Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31, 2024 A disclosed in Note 1 and 9, the Company daim exemption from provisions of Rule 15 3-3 under the Securilies Ex hange Act of 1934 (SEA), pursuant to paragraph (k)(2)(ii) of the Rule and will not claim an exemption from SEA Rule 15c3-3 in reliance upon Footnote 74 of SEC Rel.ease No. 34-70073, and as discussed in Q&A 8 of th related FAQ issu d by SEC staff. Th refore, th Computation for Determination of Reserves Requirements Pursuant to Rule 15c3-3 has been omitted. {20}------------------------------------------------ Schedule III ### est Investments BO, LLC Information Relating to the Possession or Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission as of December 31., 2024 As di losed in Not 1 and 9, th Company laims exemption from provisions of Rul 15 3-3 under the Securities Exchange Act of 1934 (SEA), pursuant to paragraph (k)(2)(ii) of the Rule and will not claim an exemption from SEA Rule 15 3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. Therefore, the Information Related to the Possession or Control Requirements Under Rule 15c3-3 has been omitted. {21}------------------------------------------------ ![](_page_21_Picture_0.jpeg) PEOPLE I IDEAS I SOLUTIONS ## **Report of Independent Registered Public Accounting Firm** To the Member of Nest Investments BO, LLC (A wholly-owned subsidiary of Nest Investments LLC) We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Nest Investments BD, LLC (a wholly-owned subsidiary of Nest Investments LLC) identified the following provision of 17 C.F.R. §1.5c3-3(k) under which est Investments BO, LLC claimed an exemption from 17 C.F.R. §240.15c3-3(k)(2)(ii) (exemption provision) and (2) est Investments BD, LLC stated that est Investments BD, LLC met the identified exemption provision through.out the most recent fiscal year, without exception. The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/ or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Nest Investments BD, LLC's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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 Nest Investments BD, LLC's compliance with the exemption provision. 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. Audit & Accounting I Tax Strategies I Business Advisory I Technology Solutions I Human Capital Resources {22}------------------------------------------------ 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 provision set forth in paragraph (k)(2)(ii) of Rule 15c3-3 under the Securities Exchange Act of 1934 and the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Stafi Frequently Asked Questions. Horsham, Pennsylvania March 5, 2025 {23}------------------------------------------------ #### Exemption Report #### Statement pursuant to Securities and Exchange Act of 1934 Rule 17a-5 Nest Investments BO LLC (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-5 (d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-(3)(k)(2)(ii). - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3 (k) throughout the most recent fiscal year without exception. - (3) The Company is also filing this Exemption Report because the Company's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 are limited to: effecting securities transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, ( other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to tile issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Signed: ~ Michael Church By: - Title: Chief Executive Officer - Date: March 5, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.