# GUIDANCE SECURITIES, LLC X-17A-5 (2024-02-27) — Broker-dealer annual report - Company: GUIDANCE SECURITIES, LLC - Form: X-17A-5 - Filed: 2024-02-27 - Period: 2023-12-31 - Accession: 0001174317-24-000001 - CIK: 1174317 - File #: 8-65377 - Type: Broker-dealer - Material weakness: No - Auditor: PricewaterhouseCoopers LLP - Auditor location: Washington, DC - Contact: Thomas Gainor - Phone: 703 885 0824 - Website: pwc.com - Signed by: Thomas Gainor (President) Original filing: https://www.sec.gov/Archives/edgar/data/1174317/000117431724000001/Guidanceaudit.pdf --- {0}------------------------------------------------ # **Guidance Securities, LLC** Financial Statements and Supplemental Information Pursuant to Rule 17a-5 Under the Securities Exchange Act of 1934 As of and for the year ended December 31, 2023 {1}------------------------------------------------ | UNITED STATIES
SECURITIES AND EXCHANGE COMMISSION
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Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING 01/01/2023 AND ENDING 12/31/2023 | | | | | | | MM/DD/YY | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | NAME OF FIRM: Guidance Securities, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer Security-based swap dealer Major security-based swap participant
[] Check here if respondent is also an OTC derluatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O, box ho.)
11107 Sunset Hills Road, 3rd Floor (Suite 300) | | | | | | | (No. and Sirget) | | | | | Reston | VA | | 20196 | | | | | | {Zip Code) | | | (City) | (54886) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Thomas Gainor | 703-885-0824 | | | | | (Name) | (Area Code - Telephone runno Bil) | (Ernall Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are currity intell in this filling "
PricewaterhouseCoopers LLP | | | | | | 655 New York Ave NW | (Names- II tradividual, starte last, first, mod makels nome)
Washington | DC | 20001 | | | (Address)
10-20-2002 | (CHY) | (State)
235 | (Zip Code) | | | (Date of Registration with PCAOB)(if applicable) | FOR OFFICIAL USE ONLY | | SONTI. Martin Cartigen in and the virus and the main
(PCAOS Registration Mumber, if appliesbe) | | {2}------------------------------------------------ #### OATH OR AFFIRMATION 1. Thernas Gainer swear (or affern) that, to the best of my knowledge and belled, the finuncial report pertaining to the firm of Guatures Becurities, LLC , as of 1231 2.022 is true and correct. I further swear (or affirm) that neither the company nor any partner, office, director, or equivalent person, as the case may proprietary interest in any account classified solely as that of a customer. Simature: Tue: PASSION SOLITIENT otary Public This filing \*\* contains (check all applicable looses): - (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 shatement of comprehensive income (as defined in § 210.1-02 of Regulation \$-X). - (d) Statement of costs flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - O (f) Statument of changes In liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - [h) Computation of met capital under 17 CFR 240.15c3-1 or 17 CFR 240 18a-1, as applicable - [1] Computation of tangible net worth under 17 CFR 240.18a-2. - [] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CPR 240.1.5-3-3 - [1] (i) Campuration for determination of security-based swap reserve requirements pursuant to Edwisit B to 17 CFR 240.15c3-3 or Exchibit A to 17 CFR 240.18a-4, as applicable. - [] Computation for Determination of PAB Requirements under Exhibit A to § 240.15.3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.1553-3. - [n] Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.180-4, as applicable. - [0] Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible not worth under 17 CFR 240.15c3-1, 17 CFR 240.1Ba-1, or 17 CFR 240.1Ba-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences endst. or a statement that no material differences 他的地址。 - [p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition - (c) Oath or affermation 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 240.172-5 or 17 CFR 240.188-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18ar-7, as applicable. - I It Independent public accountant's report based on an examination of the statement of financial condition. - [1] Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.170-5, 17 CFR 240.188-7, or 17 CFR 240.170-12, as applicable. - [ (o) Independent public accountant's report based on an esamination of certain statements in the complance report under \$7 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 240.170-5 or 17 CFR 240.18-7, as applicable. - [] (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17e-12, 35 200Ncable - 1 (y) Report describing any material inadequacies found to exist or found to have usinced since the date of the previous audit, or a stotement that no material madequacles calst, under 17 CFR 240.170-12(li). - O (z) Other: - 6976 request confidential trestment of cartain partions of this filling, see 17 CFR 240.180-7(d)(2), as annicable. {3}------------------------------------------------ # **PAGE** | lll. 2
Facing Page FormX-17A-5 Part | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Table of contents




4 | | -Exemption Report
5 | | Independent Registered Public Accounting Firm's report based on a review of the exemption


6





report







| | Report of Independent Registered Public Accounting Firm







7 | | Financial Statements: | | , 2023

Statement of Financial Condition as of December 31

. 9 | | Statement of Operations for the year ended December 31, 2023





I 0 | | Statement of Member's Equity for the year ended December 31
, 2023 11 | | Statement of Cash Flows for the year ended December 31
, 2023
12 | | Notes to Financial Statements 13 | | Supplemental Information | | Schedule I: Computation of Net Capital under Rule l 5c3-l of the Securities and Exchange
Commission as of December 31, 2023 17 | | Schedule II: Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3
of the Securities and Exchange Commission as of December 3 J, 2023 18 | {4}------------------------------------------------ ## GUIDANCE SECURITIES, LLC EXEMPTION REPORT Guidance Securities 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)(1) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. 5 240, 15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to mutual fund underwriting and private placement of securities, and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) from January 1, 2023 to December 31, 2023 without exception. #### Guidance Securities, LLC I, Thomas Gainor, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. By Thomas Gainor, President Date: January 23, 2024 {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Management of Guidance Securities, LLC: We have reviewed Guidance Securities, LLC's assertions, included in the accompanying Guidance Securities, LLC Exemption Report in which the Company stated that: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing its Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to mutual fund underwriting and private placement of securities and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the period January 1, 2023 to December 31, 2023 without exception. The Company's management is responsible for the assertions and for compliance with the provisions of Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 throughout the period January 1, 2023 to December 31, 2023. 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 the Company's compliance with the provisions of Footnote 74 of the SEC Release No. 34- 70073 adopting amendments to 17 C.F.R. § 240.17a-5. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's assertions. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's assertions referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. Washington, D.C. February 23, 2024 PricewaterhouseCoopers LLP, 655 New York Ave NW, Washington, DC 20001 T: (704) 344 7500, www.pwc.com/us {6}------------------------------------------------ ![](_page_6_Picture_0.jpeg) #### **Report of Independent Registered Public Accounting Firm** To the Board of Directors and the Member of Guidance Securities, LLC: #### *Opinion* **on** *the Financial Statements* We have audited the accompanying statement of financial condition of Guidance Securities, LLC (the "Company") as of December 31, 2023, and the related statements of operations, member's equity, and cash flows for the year then ended, including 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 the Company as of December 31, 2023, 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 the Company's management. Our responsibility is to express an opinion 011 the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these financial statements 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 fiuancial 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. #### *Supplemental In.formation* The accompanying Schedule I ("Computation of Net Capital") and Schedule II ("Computation for Determination of Reserve Requirements") as of December 31, 2023 (collectively, the "supplemental information") have been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The snpplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the nnderlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opiuion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Rule 17a-5 under the Securities Exchange Act of 1934. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. PricewaterhouseCoopers LLP, 655 New York Ave NW, Washington, DC 20001 **T:** (704) 344 7500, www.pwc.com/us {7}------------------------------------------------ ## *Emphasis of Matter* The Company is a wholly owned subsidiary of Guidance Financial Group, LLC, which is a wholly owned subsidiary of CG (IFS), Inc. *As* disclosed in Note 4 of the financial statements, the Company has transactions and relationships with certain affiliated companies. The financial position of the Company may not be indicative of that which would have been had the company operated independently. McLean, Virginia February 23, 2024 We have served as the company's auditor since 2003. {8}------------------------------------------------ # **GUIDANCE SECURITIES, LLC Statement of Financial Condition As of December 31, 2023** **Assets** Cash Prepaid expenses Deposits Tota] assets **Liabilities and member's equity** Accounts payable Accrued expenses Total liabilities Corrnnitment and contingencies (Note 5) **Member's equity** Member's equity Accumulated deficit Total member's equity Total liabilities and member's equity **2023** \$ 22,975 851 1,682 25,508 1,437 1,688 3,125 489,500 (467,117) 22,383 \$ 25,508 {9}------------------------------------------------ # GUIDANCE SECURITIES, LLC Statement of Operations For the year ended December 31, 2023 | | 2023 | |--------------------------|---------------| | Revenue | | | Total revenue | S | | Expenses | | | Professional fees | 33.228 | | Other operating expenses | 4,496 | | Total expenses | 37,724 | | Net loss | S
(37,724) | {10}------------------------------------------------ # GUIDANCE SECURITIES, LLC Statement of Member's Equity For the year ended December 31, 2023 | | | Member's Equity | | Accumulated
Deficit | | Total Member's
Equity | |------------------------------|---|-----------------|---|------------------------|----|--------------------------| | Balance at December 31, 2022 | S | 449.500 | S | (429,393) | లి | 20.107 | | Capital contributions | | 40.000 | | | | 40.000 | | Net loss | | | | (37.724) | | (37,724) | | Balance at December 31. 2023 | S | 489.500 | S | (467,117) | 5 | 22.383 | {11}------------------------------------------------ # **GUIDANCE SECURITIES, LLC Statement of Cash Flows For the year ended December 31, 2023** | | 2023 | |--------------------------------------------------------|----------------| | Cash flows from operating activities | | | Net loss | \$
(37,724) | | Adjustments to reconcile net loss to net cash used for | | | operating activities: | | | (Increase) decrease in: | | | Prepaid expenses | (56) | | Deposits | (6 17) | | Increase (decrease) in: | | | Accrned expenses | (55) | | Net cash used in operating activities | (38,452) | | Cnsh flows fl'om financing activities | | | Contribution from member | 40,000 | | Net cash prnvided by financing activities | 40,000 | | Net increase in cash and cash equivalents | 1,548 | | Cash and cash equivalents, beginning of year | 21,427 | | Cash and cash equivalents, end of year | \$
22,975 | {12}------------------------------------------------ #### **1. Organization** Guidance Securities, LLC (the "Company") is headquartered in Reston, Virginia. The Company is a Delaware limited liability company fonned on March 25, 2002, and is a wholly-owned subsidiary of Guidance Financial Group, LLC (the "Parent") which is a wholly-owned subsidiary of CG (IFS), Inc. The Company was fonned to distribute financial products and services to certain investors in the United States. The Company was capitalized on March 25, 2002 by a \$10,000 capital contribution from the Parent. The Company is dependent upon borrowings and capital contributions from the Parent to fund operating activities. The Company is registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority ("FINRA") and intends to provide distribution services for an affiliate, Guidance Investments Mutual Funds, which will be advised by another affiliate, Guidance Investments, LLC. *As* of and for the year ended December 31, 2023 the Company did not carry securities accounts for customers or perfonn custodial functions relating to customer activities. #### **2. Significant Accounting Policies** The accounting and reporting policies at the Company confonn to accounting principles generally accepted in the United States of America. The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates involve judgments with respect to, among other things, various future economic factors which are difficult to predict and beyond the control of the Company. Therefore, actual amounts could differ from these estimates. The accounting policies that materially affect the detennination of financial position, results of operations and cash flows are summarized below. #### **Cash** Cash consists of deposits with the banks. The Company maintains its own cash accounts, which are periodically funded with capital contributions from its member. #### **Deposits** Deposits consist of amounts deposited with FINRA. These deposits may be drawn down from time to time by FINRA **in** satisfaction of license and other Company expenses owed to them. {13}------------------------------------------------ #### **GUIDANCE SECURITIES, LLC Notes to Financial Statements As of and for the year ended December 31, 2023** #### **Income taxes** The accompanying financial statements contain no provision for federal or state income taxes. In accordance with the Internal Revenue Code and the Company's operating agreement, all federal and state income tax liabilities and/or tax benefits are passed through to the equity member. The Company's tax return and the amount of allocable Company profits or losses are subject to examination by federal and state taxing authorities. If such changes result in changes to the Company's profits and losses, the tax liability of the member could be changed accordingly. #### **3. Net Capital Requirements** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1 ), which requires the maintenance of minimum net capital and requires the ratio of aggregate indebtedness to net capital, both as defined, should not exceed 15: 1. At December 3 **l,** 2023, the Company had net capital of\$l 9,850 which was \$14,850 in excess of its required capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital at December 31, 2023 was 0.16: 1. ## **4. Related-Party Transactions** The Company is a member ofa group of affiliated entities. Certain employees of the Parent have been authorized to act for and on behalf of the Company as may be necessary to carry out its functions. The Company is dependent upon borrowings and capital contributions from the Parent to fund operating activities. In 2023, the Company received \$40,000 in capital contributions from the Parent, classified in member's equity on the balance sheet. The Parent, per an Expense Reimbursement Agreement, has agreed to assume liability for certain indirect expenses incurred by the Company. Such expenses include, but are not limited to, salaries, related benefits, payroll taxes, rent, utilities, equipment, furniture and fixtures, postage, and general office expenses. The Company is responsible for FINRA registration fees, annual audit fees, FINRA assessment, SIPC assessment, and any other expenses that relate solely and entirely to the Company. ## **5. Commitments and Contingencies** There were no material commitments or contingencies as of and for the year ended December 31, 2023. {14}------------------------------------------------ #### **6. Subsequent Events** For purposes of these financial statements, subsequent events have been evaluated from January I, 2024 through February 23, 2024, which is the date that the financial statements were available to be issued. {15}------------------------------------------------ **Supplemental Information** {16}------------------------------------------------ # **GUIDANCE SECURITIES, LLC** #### **Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission** **December 31, 2023** | | Schedule I | |-------------------------------------------------------------------------------|--------------| | | 2023 | | Total aggregate indebtedness | \$
3,125 | | Net capital: | | | Total member's equity | 22,383
\$ | | Non-allowable assets: | | | Prepaid expenses | (851) | | Deposits | (1,682) | | Net capital | 19,850
\$ | | Ratio of aggregate indebtedness to net capital | 0.16: 1 | | Computation of basis net capital requirement:
Minimum net capital required | | | (6.67% of aggregate indebtedness) | \$
208 | | Minimum dollar net capital required | | | for introducing broker-dealer | \$
5,000 | | Net capital required | 5,000
\$ | | Excess net capital | \$
14,850 | There were no material differences existing between the above computation and the computation included in the Company's corresponding unaudited Fom, X-17 A-5 Part IIA filing. Accordingly, no reconciliation is necessary. {17}------------------------------------------------ #### **GUIDANCE SECURITIES, LLC Computation for Determination of Reserve Requirements Pursuant to Rule 15c3-3 of the Securities and Exchange Commission December 31, 2023** The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) from January 1, 2023 to December 31, 2023 without exception. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.