# J.C. FLOWERS SECURITIES CO. LLC X-17A-5 (2025-03-04) — Broker-dealer annual report - Company: J.C. FLOWERS SECURITIES CO. LLC - Form: X-17A-5 - Filed: 2025-03-04 - Period: 2024-12-31 - Accession: 0002013816-25-000040 - CIK: 1583733 - File #: 8-69325 - Type: Broker-dealer - Material weakness: No - Auditor: Nawrocki Smith LLP - Auditor location: Hauppauge, NY - Contact: Vrinda Arora - Phone: 212-668-8700 - Email: varora@acisecure.com - Website: acisecure.com - Signed by: Sally Rocker (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1583733/000201381625000040/jcpubaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL 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 8-69325 MM/DD/YY 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 FILING FOR THE PERIOD BEGINNING 01/01/2024 FILING FOR THE PERIOD BEGINNING 01/01/2024 FILING FOR THE PERIOD BEGINNING 01/01/2024 FI AND ENDING 12/31/2024 A. REGISTRANT IDENTIFICATION # NAME OF FIRM: J.C. Flowers Securities Co. LLC TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 767 5th Avenue, 23rd Floor | | | (No. and Street) | | | | |--------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|------------------------------------------------------------|-----------------|----------------------|--| | New York | | NY | | 10153 | | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Vrinda Arora | | (212)-668-8700 | | varora@acisecure.com | | | (Name) | | (Area Code - Telephone Number) | (Email Address) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Nawrocki Smith, LLP | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 100 Motor Parkway, Suite 580 Hauppauge | | | NY | 11788 | | | (Address) | | (City) | (State) | (Zip Code) | | | March 4, 2009 | | | 3370 | | | | | (PCAOB Registration Number, if applicable)
(Date of Registration with PCAOB)(if applicable) | | | | | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | | \* Claims for exemption from the requirement that the annual 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)(1)(ii), if applicable. displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | Sally Rocker | swear (or affirm) that, to the best of my knowledge and belief, the | |----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------| | financial report pertaining to the firm of J.C. Flowers Securities Co. LLC | , as of | | 12/31 | ; 2 024 , 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 | | as that of a customer. | | Notary Public #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - = (b) Notes to consolidated statement of financial 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-X). - O (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-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. - □ (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. - □ (u) Independent public accountant's report based on an examination of the 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 240.17a-12, as applicable. - (y) Report describing any material inadequacies 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 240.18c-7(d)(2), as applicable. Signature: Title: Chief Compliance Officer {2}------------------------------------------------ State of New York County of New York On the 20 day of February 2025, before me, the undersigned notary public, personally appeared Sally Rocker, personally known to me to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual executed the instrument. Heather Schroeder Notary Public HEATHER NICHOLE SCHROEDER NOTARY PUBLIC-STATE OF NEW YORK No. 01 SC0009639 Qualified in New York County My Commission Expires 06-14-2027 {3}------------------------------------------------ # **J.C. FLOWERS SECURITIES CO. LLC** **(SEC I.D. No. 8-69325)** ## **STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2024 AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** This report is pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a Public Document. {4}------------------------------------------------ #### **AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 FINANCIAL statement** #### **TABLE OF CONTENTS** Page | Report of Independent Registered Public Accounting Firm | | |---------------------------------------------------------|-----| | Financial Statement | | | Statement of Financial Condition | 2 | | Notes
to Financial Statement | 3-4 | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of J.C. Flowers Securities Co. LLC: ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of J.C. Flowers Securities Co. LLC (the "Company") 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 J.C. Flowers Securities Co. LLC 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 U.S. Securities and Exchange Commission ("SEC") 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. We have served as J.C. Flowers Securities Co. LLC's auditor since 2020. Hauppauge, New York February 27, 2025 {6}------------------------------------------------ #### **STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2024** | ASSETS | | |---------------------------------------|---------------| | Cash | \$
731,581 | | Prepaid expenses | 1,965 | | TOTAL ASSETS | \$
733,546 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES: | | | Accounts payable and accrued expenses | \$
25,680 | | Due to J.C. Flowers & Co. LLC | 7,938 | | TOTAL LIABILITIES | 33,617 | | MEMBER'S EQUITY | 699,929 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
733,546 | The accompanying notes are an integral part of these financial statement. {7}------------------------------------------------ #### **DECEMBER 31, 2024 NOTES TO FINANCIAL STATEMENT** #### **Note 1 - Nature of Business** J.C. Flowers Securities Co. LLC ("the Company"), was formed on June 20, 2013 as a Delaware limited liability company. The Company is wholly-owned by J. Christopher Flowers ("Managing Member") and the Company's office is located in New York. The Company is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company was registered with FINRA and the SEC on November 13, 2014. The Company is approved to engage in private placements of securities and mergers and acquisition advisory services. #### **Note 2 - Summary of Significant Accounting Policies** #### **Basis of Presentation** The accompanying financial statement have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). #### **Use of Estimates** The preparation of financial statement and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statement, and the reported amounts of income and expenses during the reporting period. Accordingly, actual results could differ from those estimates and such differences could be material. #### **Revenue Recognition** Advisory and structuring fees are earned when the placement is completed and the income is reasonably determinable. The firm did not earn any advisory and structuring revenues in the year ending December 31, 2024. #### **Income Taxes** The Company is a single member limited liability company that is treated as a disregarded entity for U.S. tax purposes. The Company also has not conducted business activities in any jurisdiction outside of the United States that could result in an imposition of income tax as a result of such activities in such jurisdiction. Accordingly, the Company is not subject to federal, state or foreign income taxes. The Managing Member of the Company is responsible for reporting income and losses to the extent required by Federal, State and Local income tax laws and regulations, resulting from its ownership interest in the Company. #### **Note 3 - Concentrations of Credit Risk** #### **Cash** The Company maintains principally all cash balances in one financial institution which, at times may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institution. The Company has not incurred any losses on this account. At December 31, 2024, the amount in excess of insured limits of \$250,000 was \$481,581. #### **Revenue** There was no revenue during the year ended December 31, 2024. {8}------------------------------------------------ #### **NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2024** #### **Note 4 - Commitments and Contingencies** #### **Litigation** In the normal course of business, the Company may be named as a defendant in various lawsuits and may be involved in certain investigations and proceedings. It is the opinion of management, that there are no matters pending against the Company that could have a material adverse effect on the financial statement as of and for the year ended December 31, 2024. #### **Note 5 - Net Capital Requirement** The Company is subject to the Securities and Exchange Commission Uniform Net Capital 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. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash distributions paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2024, the Company had net capital of \$697,963, which was \$692,963 in excess of its required minimum net capital of \$5,000. The Company's percentage of aggregate indebtedness to net capital was 4.82% as of December 31, 2024. The Company does not carry customer accounts and does not otherwise hold funds or securities for, or owe money or securities to customers. #### **Note 6 - Related-Party Transactions** The Company has a services, space sharing and expense agreement with J.C. Flowers & Co. LLC ("JCF"). Under the agreement, JCF agrees to provide the Company professional and support services, including but not limited to services in the areas of accounting and transaction documentation, cash management, payroll support, financial reporting, recordkeeping, information technology, telecommunications and information technology support, clerical support and other resources. Total amount incurred by JCF under this agreement consisted of the following at December 31, 2024: | | Total | | |---------------------------|-------|--------| | Salaries expense | \$ | 80,373 | | Professional fees | | 2,321 | | Occupancy | | 11,956 | | Office and other expenses | | 3,174 | | | \$ | 97,824 | As of December 31, 2024, the Company owed \$7,938, which is reflected as "Due to J.C. Flowers & Co" on the accompanying statement of financial condition. #### **Note 7 - Subsequent Events** The Company has evaluated events subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statement. The evaluation was performed through the date the financial statement were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.