# THE GMS GROUP, LLC X-17A-5 (2024-03-07) — Broker-dealer annual report

- Company: THE GMS GROUP, LLC
- Form: X-17A-5
- Filed: 2024-03-07
- Period: 2023-12-31
- Accession: 0000311887-24-000003
- CIK: 311887
- File #: 8-23936
- Type: Broker-dealer
- Material weakness: No
- Auditor: Mazars USA LLP
- Auditor location: Woodbury, NY
- Contact: Danielle Dembowski
- Phone: 973-548-2515
- Email: ddembowski@gmsgroup.com
- Website: gmsgroup.com
- Signed by: Danielle Dembowski (Chief Financial Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/311887/000031188724000003/GMSGroupPublic123123v1.pdf

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# The GMS Group, LLC

(A Wholly Owned Subsidiary of GMS Group Holdings Corp.) Statement of Financial Condition December 31, 2023

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| SECURITIES                                                                                                                                                      | UNITED<br>STATES<br>AND<br>COMMISSION<br>EXCHANGE           | OMB<br>Expires:            | OMB<br>APPROVAL<br>Number:3235-0123<br>30,2026<br>Nov.   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|----------------------------|----------------------------------------------------------|
|                                                                                                                                                                 | Washington,<br>D.C.<br>20549                                | hours                      | Estimated<br>average<br>burden<br>per<br>response:<br>12 |
|                                                                                                                                                                 | ANNUAL<br>REPORTS                                           |                            | NUMBER<br>SEC<br>FILE                                    |
|                                                                                                                                                                 | X-17A-5<br>FORM                                             |                            |                                                          |
|                                                                                                                                                                 | III<br>PART                                                 |                            |                                                          |
|                                                                                                                                                                 | FACING<br>PAGE                                              |                            |                                                          |
| to<br>Information<br>Required<br>Pursuant<br>Rules                                                                                                              | 17a-5,17a-12,<br>18a-7<br>and<br>under                      | the<br>Securities          | of<br>Exchange<br>1934<br>Act                            |
| FILING<br>THE<br>FOR                                                                                                                                            | 01/01/23                                                    |                            | 12/31/23                                                 |
| PERIOD<br>BEGINNING                                                                                                                                             | AND<br>MM/DD/YY                                             | ENDING                     | MM/DD/YY                                                 |
| A.                                                                                                                                                              | REGISTRANT<br>IDENTIFICATION                                |                            |                                                          |
| THEGMS<br>FIRM:<br>NAME<br>OF                                                                                                                                   | GROUP,<br>LLC                                               |                            |                                                          |
| applicable<br>(check<br>all<br>TYPE<br>OF<br>REGISTRANT<br>E<br>Broker-dealer<br>Security-based<br>if<br>respondent<br>here<br>is<br>Check<br>also<br>an<br>OTC | boxes):<br>dealer<br>Major<br>swap<br>dealer<br>derivatives | security-based             | participant<br>swap                                      |
| OF<br>ADDRESS<br>OF<br>PRINCIPAL<br>PLACE                                                                                                                       | BUSINESS:(Do<br>P.O.<br>no.)<br>not<br>use<br>box<br>a      |                            |                                                          |
| 120<br>EAGLE<br>ROCK                                                                                                                                            | AVENUE,<br>SUITE                                            | 300                        |                                                          |
|                                                                                                                                                                 | (No.<br>and<br>Street)                                      |                            |                                                          |
| EAST<br>HANOVER                                                                                                                                                 | NJ                                                          |                            | 07936                                                    |
| (City)                                                                                                                                                          | (State)                                                     |                            | (Zip<br>Code)                                            |
| WITH<br>TO<br>CONTACT<br>TO<br>PERSON<br>REGARD                                                                                                                 | THIS<br>FILING                                              |                            |                                                          |
| DANIELLE<br>DEMBOWSKI                                                                                                                                           | 973-548-2515                                                |                            | ddembowski@gmsgroup.com                                  |
| (Name)                                                                                                                                                          | -Telephone<br>Number)<br>(Area<br>Code                      | (Email<br>Address)         |                                                          |
| B.                                                                                                                                                              | ACCOUNTANT<br>IDENTIFICATION                                |                            |                                                          |
|                                                                                                                                                                 |                                                             |                            |                                                          |
| ACCOUNTANT<br>INDEPENDENT<br>PUBLIC                                                                                                                             | reports<br>whose<br>contained<br>in<br>are                  | thisfiling*                |                                                          |
| MAZARS<br>USA<br>LLP                                                                                                                                            |                                                             |                            |                                                          |
| -if<br>(Name                                                                                                                                                    | individual,<br>last,first,<br>state<br>middle<br>and        | name)                      |                                                          |
| PARK<br>DRIVE<br>WEST,<br>SUITE<br>301<br>60<br>CROSSWAY                                                                                                        | WOODBURY                                                    | NY                         | 11797                                                    |
| (Address)                                                                                                                                                       | (City)                                                      | (State)                    | (Zip<br>Code)                                            |
| 10/08/2003                                                                                                                                                      |                                                             | 339                        |                                                          |
| PCAOB)(if<br>of<br>with<br>(Date<br>Registration<br>applicable)                                                                                                 |                                                             | Registration<br>(PCAOB     | Number,if<br>applicable)                                 |
|                                                                                                                                                                 | FOR<br>OFFICIAL<br>USE<br>ONLY                              |                            |                                                          |
| for<br>from<br>the<br>requirement<br>that<br>exemption<br>*<br>Claims                                                                                           | the<br>annual<br>reports<br>be<br>covered<br>by             | the<br>reports<br>of<br>an | independent<br>public                                    |
|                                                                                                                                                                 |                                                             |                            |                                                          |

accountant must be supported by <sup>a</sup> statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(l)(ii),if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form

displays <sup>a</sup> currently valid OMB control number.

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#### OATH OR AFFIRMATION

| DANIELLE<br>DEMBOWSKI<br> (             |                   | (or<br>swear<br>,              | affirm)<br>that,<br>the<br>best<br>of<br>knowledge<br>and<br>to<br>my    | belief,<br>the |
|-----------------------------------------|-------------------|--------------------------------|--------------------------------------------------------------------------|----------------|
| financial<br>report<br>pertaining<br>to | firm<br>the<br>of | THE<br>GMS<br>GROUP,<br>LLC    |                                                                          | of<br>as<br>,  |
| 12/31                                   | 2023<br>2<br>,    | ,is<br>and<br>true<br>correct. | furtherswear<br>I<br>(or<br>affirm)<br>that<br>neither<br>the<br>company | nor<br>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.

#### ID. # 2360612 This filing\*\* contains (check all applicable boxes):

- S (a) Statement of financial condition.
- 3 (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, <sup>a</sup> statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X).
- (d) Statement of cash flows.
- (e) Statement of changes in stockholders' or partners' or sole proprietor'<sup>s</sup> equity.
- (f) Statement of changes in liabilities subordinated to claims of creditors.
- (g) Notes to consolidated financial statements.
- (h) Computation of net capital under <sup>17</sup> CFR 240.15c3-lor <sup>17</sup> CFR 240.18a-l, as applicable.
- (i) Computation of tangible net worth under <sup>17</sup> CFR 240.18a-2.
- (j) Computation for determination of customer reserve requirements pursuant to Exhibit <sup>A</sup> to <sup>17</sup> CFR 240.15c3-3.
- (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit <sup>B</sup> to <sup>17</sup> CFR 240.15c3-3 or Exhibit <sup>A</sup> to 17 CFR 240.18a-4, as applicable.
- ( L ) 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 <sup>17</sup> 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 netcapital or tangible net worth under <sup>17</sup> CFR 240.15c3-l, <sup>17</sup> CFR 240.18a-l, or <sup>17</sup> CFR 240.18a-2, as applicable,and the reserve requirements under <sup>17</sup> CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable,if material differences exist,or <sup>a</sup> 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 <sup>17</sup> CFR 240.17a-5,<sup>17</sup> CFR 240.17a-12, or <sup>17</sup> CFR 240.18a-7, as applicable. S
- (r) Compliance report in accordance with 17 CFR 240.17a-<sup>5</sup> or <sup>17</sup> 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'<sup>s</sup> report based on an examination of the statement of financial condition. 3
- (u) Independent public accountant'<sup>s</sup> 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'<sup>s</sup> report based on an examination of certain statements in the compliance report under <sup>17</sup> CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (w) Independent public accountant'<sup>s</sup> report based on <sup>a</sup> review of the exemption report under <sup>17</sup> CFR 240.17a-<sup>5</sup> or 17 CFR 240.18a-7, as applicable.
- (x) Supplemental reports on applying agreed-upon procedures,in accordance with <sup>17</sup> CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable.
- (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or <sup>a</sup> statement that no materialinadequacies exist, under 17 CFR 240.17a-12(k).
- (z) Other:
- \*\*To request confidential treatment of certain portions of this filing, see <sup>17</sup> CFR 240.17a-5(e)(3) or <sup>17</sup> CFR 240.18<sup>a</sup>-7(d)(2), as applicable.

&LndbMsh. Sign Title:

CHIEF FINANCIAL OFFICER

Patricia M. Farley NOTARY PUBLIC OF NEW JERSEY My Commission Expires June 6,2027

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mazars Mazars USA LLP 60 Crossways Park Drive West Suite 301 Woodbury, New York 11797

> Tel: 516.488,1200 www.mazars.us

# Report of Independent Registered Public Accounting Firm

To the Member and the Board of Directors The GMS Group, LLC

Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of The GMS Group, LLC, (the "Company"), as of December <sup>31</sup>, <sup>2023</sup>, and the related notes (collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company, as of December <sup>31</sup>, <sup>2023</sup>, 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'<sup>s</sup> management. Our responsibility is to express an opinion on the Company'<sup>s</sup> financial statement based on our audit. We are <sup>a</sup> public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respec<sup>t</sup> to theCompany in accordance with <sup>U</sup>.S. federal securities laws and theapplicable 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 <sup>p</sup>lan 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 erroror fraud, and performing procedures that respond to those risks. Such procedures included examining, on <sup>a</sup> 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 theoverall presentation of the financial statement. We believe that our audit provides <sup>a</sup> reasonable basis for our opinion.

We have served as the Company'<sup>s</sup> auditor since 2003.

U4<\_ LLf

Woodbury, NY March 6, 2024

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# The GIVIS Group, LLC (<sup>A</sup> Wholly Owned Subsidiary of GMS Group Holdings Corp.) Statement of Financial Condition December 31, 2023

| Assets                                                                                                                                                                                                    |                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------|
| Cash                                                                                                                                                                                                      | S<br>273,829                                       |
| Receivable<br>from<br>clearing<br>broker                                                                                                                                                                  | 7,262,346                                          |
| Securities<br>owned,<br>fair<br>value<br>at                                                                                                                                                               | 28,906,189                                         |
| Interest<br>receivable                                                                                                                                                                                    | 190,432                                            |
| equipment<br>leasehold<br>Furniture,<br>and<br>improvements,<br>net<br>accumulated<br>of<br>\$927<br>of                                                                                                   |                                                    |
| depreciation<br>,738<br>Right<br>of<br>asset                                                                                                                                                              | 270,827                                            |
| use<br>Employee<br>advances                                                                                                                                                                               | 1,981,681                                          |
| Prepaid                                                                                                                                                                                                   | 104,790                                            |
| expenses<br>Other<br>assets                                                                                                                                                                               | 606,981                                            |
|                                                                                                                                                                                                           | 352,385                                            |
| Total<br>assets                                                                                                                                                                                           | \$<br>39,949,460                                   |
| Liabilities<br>Securities<br>sold,<br>purchased,<br>fair<br>value<br>yet<br>not<br>at<br>Accrued<br>compensation<br>payable<br>liabilities<br>Accounts<br>and<br>other<br>liability<br>Lease<br>affiliate | \$<br>138,480<br>3,877,096<br>353,702<br>2,399,439 |
| Payable<br>to<br>Total<br>liabilities                                                                                                                                                                     | 135,432                                            |
|                                                                                                                                                                                                           | 6,904,149                                          |
| contingencies<br>Commitments<br>and<br>(Note<br>6)                                                                                                                                                        |                                                    |
| Member's<br>equity                                                                                                                                                                                        | 33,045,311                                         |
| Total<br>liabilities<br>and<br>member's<br>equity                                                                                                                                                         | \$<br>39,949,460                                   |

The accompanying notes are an integral part of this financial statement.

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#### 1. Nature of Operations

The GMS Group, LLC (the "Company") is a wholly owned subsidiary of GMS Group Holdings Corp. ("Holdings"). The liability of the member for the losses, debts and obligations of the Company is generally limited to its capitalcontributions. The Company is a full service broker-dealer registered with the Securities and Exchange Commission ("SEC") and theFinancial Industry Regulatory Authority, specializing primarily in buying, selling and underwriting municipal securities. The Company is also registered with the Securities and Exchange Commission as an investment advisor (RIA) and as a municipal advisor (MA).

The Company clears all of its securities transactions through Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation (the "Clearing Broker"), on a fully-disclosed basis. The Clearing Broker is the primary source of short-term financing for the Company. Any payable to the Clearing Broker primarily represents amounts due in connection with the financing of proprietary positions and is collateralized by the securities inventory of the Company. The securities inventory is held and may be pledged by the Clearing Broker. The Company is responsible for payment of certain customer account debit balances, as defined in the clearance agreement.

The Company transacts business with customers located throughout the United States of America.

#### 2. Summary of Significant Accounting Policies

#### Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 thereporting period. Actual results may differ from those estimates.

#### Revenue Recognition

Proprietary securities transactions and related revenues and expenses are recorded on a trade date basis. Commissions and related expenses are also recorded on a trade date basis. Underwriting, interest and financial advisory revenues are recorded when the activity is reasonably expected to be completed, income is reasonably determinable, and collectability is reasonably assured.

Commissions - The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell transaction, the Company charges a commission. Commissions and related clearing expenses are recorded on thetrade date (the date that the Company fills the trade order by finding and contracting with a counterparty and confirms the trade with the customer). The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or

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purchaser is identified, the pricing is agree<sup>d</sup> upon and the risks and rewards of ownership have been transferred to/from the customer.

The Company enters into arrangements with managed accounts or other pooled investment vehicles (mutual funds) to distribute shares to investors. The Company believes that its performance obligation is the sale ofsecurities to investors and as such thisisfulfilled on the trade date. For variable amounts, as the uncertainty is dependent on thevalue of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factorsoutside the Company'<sup>s</sup> influence, the Company does not believe that it can overcome this constraint until the market value of the fund and the investor activities are known, which are usually monthly or quarterly. Distribution fees recognized in thecurrent period areprimarily related to performance obligations that have been satisfied in prior periods.

Underwriting - The Company underwrites bond issuances. Revenues are earned from fees arising from bond offerings in which the Company acts as an underwriter. Revenue is recognized on thetrade date (the date on which theCompany purchases the securities from the issuer)for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as there are no significant actions which the Company needs to take subsequent to this date and theissuer obtains the control and benefit of the capital markets offering at that point.

Underwriting costs are recognized in expense at the time the related revenues are recorded. In the event that transactions are not completed and the securities are not issued, the Company immediately expenses those costs.

Financial Advisory Fees - The Company provides advisory services to municipal utility districts. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled.

Interest Income - Included in interest revenues is interest earned by the company in connection with <sup>a</sup> margin participation agreement between theCompany and theClearing Broker. The Company earns <sup>a</sup> specified portion of the margin interest charged to its customers by theClearing Broker for short term lending on <sup>a</sup> monthly basis, at which point the Company believes the income is earned. Interest income also includes interest related to securities owned, at fair value, which is recognized on an accrual basis.

Other income includes investment management services such as portfolio management, soliciting and obtaining investors for certain investment funds, and soliciting prospective investment advisory clients pursuant to various portfolio management and solicitation agreements. The Company believes that the performance obligation is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the

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Company. Other income also includes service income which is recognized over time as performance obligations are satisfied.

#### Allowance for Credit Losses

The Company has adopted ASU No. <sup>2016</sup>-13, Financial Instruments-Credit Losses (Topic <sup>326</sup>) (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk.

The CECL methodology utilizes <sup>a</sup> lifetime "expected credit loss" measurement objective for the recognition of credit losses for certain financial assets held at amortized cost at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime creditlosses.

For financial assets measured at amortized cost (<sup>e</sup>.g., cash and cash equivalents and receivables), the Company has concluded that there are de minimus expected credit losses based on the nature and contractual life or expected lifeof the financial assets and immaterial historic and expected losses.

#### Securities Owned and Securities Sold, Not Yet Purchased

Securities owned, and securities sold, not ye<sup>t</sup> purchased, are recorded on <sup>a</sup> trade date basis and are carried at fair value, or at amounts that approximate fair value as determined by management. The resulting unrealized gains and losses are included in principal transactions revenue.

Furniture, Equipment, Leasehold improvements, Depreciation, and Amortization Furniture and equipment are stated at cost less accumulated depreciation. Leasehold improvements are stated at cost less accumulated amortization. Depreciation of furniture and equipment is computed using the straight-line basis over the estimated useful lives of the related assets which range from five to seven years. Amortization of leasehold improvements is computed over the lesser of the estimated useful life of the asset or the remaining lease term. Maintenance and repair costs are expensed as incurred.

#### Income Taxes

The Company is organized as <sup>a</sup> limited liability company and has elected to be disregarded as <sup>a</sup> separate entity for <sup>U</sup>.S. income tax purposes. Accordingly, no provision for federal income taxes is required in theCompany'<sup>s</sup> financial statement for the year ended December 31, 2023. State income taxes are reported for states that do not recognize limited liability status and accordingly, <sup>a</sup> provision for state income taxes is reflected in the Company'<sup>s</sup> financial statement. The Company is no longer subjectto U.S. federal and state income tax examinations for years before 2020.

The Company has adopted theauthoritative guidance under ASC No. 740, "Income Taxes" relating to accounting for uncertainty in income taxes. This standard prescribes <sup>a</sup> morelikely-than-not threshold for financial statement recognition and measurement of <sup>a</sup> tax position taken by the Company. As of December 31, 2023, the Company determined that it had no uncertain tax positions which affected its financial position and its results of

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operations or its cash flows, and will continue to evaluate for uncertain tax positions in the future.

The Company has adopted FASB Accounting Standards Update ("ASU") 2019-12, which modifies Accounting Standards Codification ("ASC") Topic 740 Accounting for Income Taxes ("ASC 740") to simplify the accounting for income taxes. The ASU amends the guidance to specify that an entity is not required to allocate income tax expense to a legal entity that is both not subject to tax and disregarded by thetaxing authority, but an entity may elect to do so. This guidance also clarifies that deferred taxes for single member limited liability companies in their standalone financial statements is no longer required.

#### 3. Securities Owned, and SecuritiesSold, Not Yet Purchased

At December 31, 2023, securities owned, and securities sold, not yet purchased consist of trading securities at fair value as follows:

|                                                  |   | Owned      | Sold, | not<br>yet<br>purchased |  |
|--------------------------------------------------|---|------------|-------|-------------------------|--|
| State<br>municipal<br>obligations<br>and         | S | 15,262,606 | \$    | 25,352                  |  |
| U.S.<br>obligations<br>Government                |   | 9,894,037  |       |                         |  |
| securities<br>Corporate<br>stocks<br>&<br>equity |   | 2,370,866  |       | 92,192                  |  |
| Corporate<br>and<br>other<br>debt                |   | 1,378,680  |       | 20,936                  |  |
|                                                  | S | 28.906.189 | S     | 138.480                 |  |

#### 4. Furniture, Equipment and Leasehold Improvements, Net

Furniture, equipment and leasehold improvements consistof the following:

| Furniture                                          | 168,256<br>S |  |
|----------------------------------------------------|--------------|--|
| Equipment                                          | 786,778      |  |
| Leasehold<br>improvements                          | 243,531      |  |
|                                                    | 1,198,565    |  |
| depreciation<br>amortization<br>Accumulated<br>and | (927,738)    |  |
|                                                    | 270.827<br>S |  |

### 5. Related Party Transactions

The Company makes interestand non-interest bearing advances to employees. At December 31, 2023, the Company had \$104,790 of advances to employees which consists of \$74,605 of non-interest bearing advances and \$30,185 of interest bearing advances to employees. All of the advances are currently due.

The Company provides loans to certain employees who meet certain sales thresholds. The loans are due one year from date of issuance and are forgiven on the due date if the employee is currently employed by the Company, or if the employee has become disabled or has died. For the year ended December 31, 2023, the balance of these loans amounted to \$0.

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The Company and Holdings maintain <sup>a</sup> bonus stock purchase program that allows certain eligible employees to purchase stock in Holdings.

From time to time, the Company provides or receives working capital advances to or from its affiliates, SMG Realty, LLC ("SMG") and Holdings. AtDecember <sup>31</sup>, <sup>2023</sup>, the Company had no payable or receivable balance due to or from SMG and had <sup>a</sup> balance payable of \$135,432 to Holdings which is included in receivable from affiliates in the statement of financial condition.

#### 6. Commitments and Contingencies

#### Litigation, Regulatory Matters, and Other

In theordinary course of business,the Company (a) has been named as defendant or co defendant in <sup>a</sup> number of lawsuits, including arbitration proceedings,some of which involve claims fordamages in substantial or unspecified amounts and (b) is the subject of certain regulatory inquiries. Although the ultimate outcome of the foregoing lawsuits, arbitrations, and regulatory inquiries cannotbe predicted with certainty, in theopinion of management, the outcome of these matters is not expected to have <sup>a</sup> material adverse effect on the Company'<sup>s</sup> financial condition.

#### Leases

ASU 2016-02, "Leases (Topic 842)," amends the accounting for leases by lessees and lessors. The primary change from the new guidance is the recognition of right-of-use assets and lease liabilities by lessees forthose leases classified as operating leases. Additional changes include accounting for lease origination and executory costs, required lessee reassessments during thelease term due to changes in circumstances, and expanded lease disclosures. ASU 2016-02 became effective on January' 1, 2019 and theCompany adopted the standard under <sup>a</sup> modified retrospective approach as of the date of adoption and elected to apply several of the available practical expedients, including carry-over of historical lease determination and lease classification conclusions, carry-over of historical initial direct cost balances for existing leases, and accounting for lease and non-lease components in contracts in which theCompany is <sup>a</sup> lessee as <sup>a</sup> single lease component.

The Company has recognized an operating right-of-use asset and corresponding lease liability on its statement of financial condition. The Company occupies office space and uses equipment under various non-cancelable operating leases, some of which are subject to escalation charges based on increases in real estate taxes and other operating expenses, expiring at various dates through 2030.

|                                          | December<br>31.<br>2023 |
|------------------------------------------|-------------------------|
| Operating<br>right<br>of<br>asset<br>use | 1.981.681<br>S          |
| liability<br>Operating<br>lease          | 2.399.439<br>S          |

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## The GMS Group, LLC (A Wholly Owned Subsidiary of GMS Group Holdings Corp.) Notes to Financial Statement December 31, 2023

| Weighted<br>Remaining<br>Average<br>Lease<br>Term |              |  |
|---------------------------------------------------|--------------|--|
| Operating<br>leases                               | 5.5<br>years |  |
|                                                   |              |  |
| Weighted<br>Average<br>Discount<br>Rate           |              |  |
| Operating<br>leases                               | 6%           |  |
|                                                   |              |  |

Future annual minimum rental payments due are as follows:

| Year<br>Ending<br>31.<br>December | Amount          |
|-----------------------------------|-----------------|
| 2024                              | 702,833<br>S    |
| 2025                              | 424,479         |
| 2026                              | 390,174         |
| 2027                              | 349,652         |
| 2028                              | 288,048         |
| Thereafter                        | 593,040         |
|                                   | 2,748,226<br>\$ |
| Imputed<br>interest               | 348.7871<br>(   |
| Operating<br>liability<br>lease   | 2.399.439<br>S  |

#### 7. Net Capital Requirements

The Company is subject to the Uniform Net Capital Requirements of Rule 15c3-l of the SEC (the "Rule"), which require a broker-dealer to have at all times sufficient liquid assets to cover current indebtedness. In accordance with the Rule, the broker-dealer is required to maintain defined minimum net capital at the greater of either \$250,000 or 1/15 of aggregate indebtedness, as defined. At no time may theratio of aggregate indebtedness to net capital exceed 15 to 1.

At December 31, 2023, the Company had net capital of \$28,683,143, as defined, which exceeded its required net capital of \$318,279 by \$28,364,864. At December 31, 2023, the Company had aggregate indebtedness of \$4,774,179. The ratio of aggregate indebtedness to net capital was 0.17 to 1.

# 8. Fair Value of Financial Instruments

The Company accounts for its financial instruments at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels is explained below:

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are

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not applied to level 1 securities. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

- Level 2 Pricing inputs are other than used in level 1 which include the closing bid price for unlisted marketable securities, which are available in active or inactive markets for identical investments or liabilities, other direct or indirect observable inputs that can be corroborated by market data or the use of models or other valuation methodologies as of the reporting date. Investments which aregenerally included in this category include state and municipal obligations in an active or inactive market that are valued using observable inputs other than quoted prices.
- Level 3 Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include state and municipal obligations which are in an inactive market and valued utilizing risk assumptions based on unobservable inputs.

| that<br>in<br>market<br>Level<br>3<br>Pricing<br>there<br>and | can<br>be<br>by<br>corroborated<br>methodologies<br>of<br>as<br>the<br>this<br>category<br>include<br>using<br>that<br>are<br>valued<br>inputs<br>are<br>unobservable<br>little,<br>any,<br>is<br>if<br>market<br>determination<br>of<br>fair<br>estimation.<br>Investments<br>that<br>municipal<br>obligations<br>assumptions<br>on<br>based | market<br>data<br>reporting<br>date.<br>state<br>and<br>municipal<br>observable<br>for<br>the<br>activity<br>for<br>value<br>require<br>are<br>included<br>which<br>are<br>in<br>an<br>inputs.<br>unobservable | or<br>the<br>use<br>of<br>Investments<br>obligations<br>inputs<br>other<br>investment<br>the<br>significant<br>in<br>this<br>category<br>inactive<br>market | models<br>or<br>which<br>aregenerally<br>in<br>an<br>than<br>quoted<br>and<br>include<br>investment.The<br>management<br>generally<br>valued<br>and | other<br>active<br>or<br>prices.<br>situations<br>inputs<br>judgment<br>include<br>utilizing | valuation<br>included<br>inactive<br>where<br>the<br>into<br>or<br>state<br>risk |
|---------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------|
| The<br>following<br>owned<br>and                              | arethe<br>major<br>categories<br>securities<br>sold,<br>not<br>yet                                                                                                                                                                                                                                                                            | of<br>assets<br>and<br>purchased,<br>measured                                                                                                                                                                  | liabilities,<br>at<br>fair                                                                                                                                  | which<br>consist<br>value<br>on<br>a                                                                                                                | of<br>recurring<br>basis                                                                     | securities<br>and                                                                |
| summarized<br>by                                              | the<br>fair<br>value<br>hierarchy                                                                                                                                                                                                                                                                                                             | as<br>described                                                                                                                                                                                                | as<br>above,<br>of                                                                                                                                          | December                                                                                                                                            | 31,<br>2023.                                                                                 |                                                                                  |
| Description                                                   | Classification                                                                                                                                                                                                                                                                                                                                | Total                                                                                                                                                                                                          | Level<br>1                                                                                                                                                  | 2<br>Level                                                                                                                                          | Level<br>3                                                                                   |                                                                                  |
| municipal<br>State<br>and<br>obligations                      | Asset                                                                                                                                                                                                                                                                                                                                         | \$15,262,606                                                                                                                                                                                                   | \$                                                                                                                                                          | \$15,262,606                                                                                                                                        | \$                                                                                           |                                                                                  |
| U.S.<br>Government                                            |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                |                                                                                                                                                             |                                                                                                                                                     |                                                                                              |                                                                                  |
| obligations<br>Corporate<br>stocks<br>and                     | Asset<br>equity                                                                                                                                                                                                                                                                                                                               | 9,894,037                                                                                                                                                                                                      | 9,891,400                                                                                                                                                   | 2,637                                                                                                                                               |                                                                                              |                                                                                  |
| securities                                                    | Asset                                                                                                                                                                                                                                                                                                                                         | 2,370,866                                                                                                                                                                                                      |                                                                                                                                                             | 2,370,866                                                                                                                                           |                                                                                              |                                                                                  |
| Corporate<br>other<br>and                                     | Asset<br>debt                                                                                                                                                                                                                                                                                                                                 | 1,378,680                                                                                                                                                                                                      |                                                                                                                                                             | 1,378,680                                                                                                                                           |                                                                                              |                                                                                  |
| Total<br>owned                                                | Asset                                                                                                                                                                                                                                                                                                                                         | \$28,906,189                                                                                                                                                                                                   | \$9,891,400                                                                                                                                                 | \$19,014,789                                                                                                                                        | \$                                                                                           |                                                                                  |
|                                                               |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                |                                                                                                                                                             |                                                                                                                                                     |                                                                                              |                                                                                  |
| Description<br>State<br>and<br>municipal                      | Classification                                                                                                                                                                                                                                                                                                                                | Total                                                                                                                                                                                                          | Level<br>1                                                                                                                                                  | 2<br>Level                                                                                                                                          | Level<br>3                                                                                   |                                                                                  |
| obligations                                                   | Liability                                                                                                                                                                                                                                                                                                                                     | \$(25,352)                                                                                                                                                                                                     | \$                                                                                                                                                          | \$(25,352)                                                                                                                                          | \$                                                                                           |                                                                                  |
| Corporate<br>stocks<br>and                                    | equity                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                |                                                                                                                                                             |                                                                                                                                                     |                                                                                              |                                                                                  |
| securities                                                    | Liability                                                                                                                                                                                                                                                                                                                                     | (92,192)                                                                                                                                                                                                       |                                                                                                                                                             | (92,192)                                                                                                                                            |                                                                                              |                                                                                  |
| Corporate<br>and<br>other<br>sold,<br>Total<br>not<br>yet     | debt<br>Liability                                                                                                                                                                                                                                                                                                                             | (20,936)                                                                                                                                                                                                       |                                                                                                                                                             | (20,936)                                                                                                                                            |                                                                                              |                                                                                  |
| purchased                                                     | Liability                                                                                                                                                                                                                                                                                                                                     | \$(138,480)                                                                                                                                                                                                    | \$                                                                                                                                                          | 138,480)<br>\$(                                                                                                                                     | \$                                                                                           |                                                                                  |

Fair values forassets and liabilities in level 2 arecalculated using quoted market prices for securities in markets that are not active. There were no changes in the valuation techniques during the current year.

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#### 9. Defined Contribution Plan

The Company sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all of the Company's employees and provides for participants to defer salary up to maximum statutory limitations. The Company matches 100% of each dollar contributed up to a maximum of \$2,000 of each eligible participant's yearly contributions.

#### Off-Balance-Sheet Risk and Concentration of Credit Risk

The Company clears all transactions with and for customers on a fully disclosed basis with the Clearing Broker and promptly transmits all customers' funds and securities to the Clearing Broker who carries all of the accounts of such customers. These activities may expose the Company to off-balance-sheet risk in the event thatthe customer, contra-party, and/or Clearing Broker is unable to fulfill its obligations.

In thenormal course of business,the Company enters into transactions in various financial instruments with off-balance-sheet risk. These financial instruments include securities sold, not yet purchased, which represent obligations of the Company to deliver specified financial instruments at contracted prices, thereby creating an obligation to purchase the financial instruments in themarket at prevailing prices. Accordingly, these transactions result in off- balance-sheet risk, as the Company's ultimate obligation may exceed the amount recognized in theaccompanying statement of financial condition.

The uncertain financial market could adversely affect the Company's business. The Company seeks to control off-balance-sheet risk by monitoring the market value of securities held in compliance with regulatory and internal guidelines.

In the normal course of business, the Company may have cash at banks in excess of federally insured limits and is exposed to the credit risk resulting from this concentrationof cash. At December 31, 2023, the amount in excess of federally insured limits approximates \$55,000.

The Company has an inventory concentration of 13% in municipal bonds of various issuers within theCommonwealth of Puerto Rico, of which a total of 5% is the Commonwealth's general obligation bonds, 8% is Puerto Rico Electric PowerAuthority (PREPA) revenue bonds.

#### 10. Subsequent Events

In January 2024, the Company made loans to employees who met certain sales thresholds totaling approximately \$2,095,000.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
