# GORDON DYAL & CO., LLC X-17A-5 (2025-12-02) — Broker-dealer annual report - Company: GORDON DYAL & CO., LLC - Form: X-17A-5 - Filed: 2025-12-02 - Period: 2025-09-30 - Accession: 0001675797-25-000003 - CIK: 1675797 - File #: 8-69791 - Type: Broker-dealer - Material weakness: No - Auditor: DeMarco Sciaccotta Wilkens & Dunleavy, LLP - Auditor location: Frankfort, IL - Contact: Jill Dyal - Phone: 212-321-4021 - Email: jill@dyalco.com - Website: dyalco.com - Signed by: Jill Dyal (Managing Partner, CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1675797/000167579725000003/gdpub.pdf --- {0}------------------------------------------------ GORDON DYAL & CO., LLC FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PUBLIC PURSUANT TO RULE 17a-5(e)(3)) SEPTEMBER 30, 2025 {1}------------------------------------------------ # GORDON DYAL & CO. , LLC # CONTENTS | Form X-17A-5 Part Ill: Facing Page | | |---------------------------------------------------------|-----| | Oath or Affirmation | | | Report of Independent Registered Public Accounting Firm | | | Financial Statements | | | Statement of Financial Condition at September 30, 2025 | | | Notes to Financial Statements | 2-5 | {2}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, O.C. 20549 # 0MB APPROVAL 0 M B Number: 3235-0123 Expires: Nov 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-69791 # **ANNUAL REPORTS FORM X-17A-5 PART** Ill # **FACING PAGE** Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FI LING FOR THE PERIOD BEGINNING \_\_\_\_ 1 \_ 01 \_ 1 \_ 12 \_ 4 \_\_\_ AND ENDING \_\_\_\_ 9 \_ 13 \_ 0 \_ 12 \_ 5 \_\_ \_ MM/ 00/YY MM/ 00/YY | A. REGISTRANT IDENTIFICATION | | | | |----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|------------| | | NAME OF FIRM: _G_o_r_d_o_n_D_y_a_l &_ c_o_ •• _L_L_c ____________________ _ | | | | iii! Broker-dealer | TYPE OF REGISTRANT (check all applicable boxes):
D Security-based swap dealer
□ Check here if respondent is also an OTC derivatives dealer | D Major security-based swap participant | | | 152 West 57th Street. 39th Floor | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | (No. and Street) | | | | New York | | NY | 10019 | | | (City) | (State) | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | Ji ll Dyal (212) 321-4012 jill@dyalco.com (Name) (Area Code -Telephone Number) (Email Address) # **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in t his filing• De Marco Sciaccotta Wilkens & Dunleavy, LLP | (Name - if individual, state last, first, and middle name) | | | | | | |------------------------------------------------------------|-----------|---------|----------------------------------------------|--|--| | 20646 Abbey Woods Ct N. Suite 201 | Frankfort | IL | 60423 | | | | (Address) | (City) | (State) | (Zip Code) | | | | 12/21 /10 | | 5376 | | | | | (rte of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number. if applicable) I | | | **FOR OFFICIAL USE ONLY** • Claims fo r exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S{e){l)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. {3}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Jill D al swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Gordon Dyal & Co. , LLC , as of September 30 , 2~ is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified so lely as that of a customer. i : tJ Managing Partner, CFO #### This filing\*\* contains (check all applicable boxes): - Ill (a) Statement of financial condition. - IZl (b) Notes to consol idated 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). - □ (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.lBa-1, as applicable. - □ (i) Computation of tangible net worth under 17 CFR 240.lBa-2. - □ U) 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.lBa-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - □ (m) Information relating to possession or control requirement s 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.lBa-1, or 17 CFR 240.lBa-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lBa-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consol idated in the statement of financial condition. - Ill (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.lBa-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - Ill (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 report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-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.lBa-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 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 a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - \*\*To request confidential treatment of certain portions of th is f iling, see 17 CFR 240.17a-S{e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member of Gordon Dyal & Co., LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Gordon Dyal & Co., LLC (the "Company") as of September 30, 2025, 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 Gordon Dyal & Co., LLC as of September 30, 2025 in confonnity 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 Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 perfonning 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. We have served as Gordon Dyal & Co., LLC's auditor since 2017. Frankfort, Illinois November 18, 2025 > Phone :708.489 .1680 Fax:847.750 .0490 I dscpagroup.com 20646 Abbey Woods Ct N, Suite 201 I Frankfort, IL 60423 {5}------------------------------------------------ # **GORDON DY AL** & **CO., LLC STATEMENT OF FINANCIAL CONDITION SEPTEMBER 30, 2025** # **ASSETS** | Cash | 2,82 1,62 1 | |---------------------------|-------------| | Receivable from customers | 8,023 | | Prepaid expenses | 3,879 | | Total Assets | 2,833,523 | # **LIABILITIES AND MEMBER'S EOillTY** | Accounts payable, accrued expenses and other liabilities | \$
4,296 | |----------------------------------------------------------|-----------------| | Due to related parties | 93 1,473 | | Total Liabilities | 935,769 | | Member's equity | 1,897,754 | | Total Liabilities and Member's Equity | \$
2,833,523 | The accompanying footnotes are an integral part of these financial statements. -1- {6}------------------------------------------------ ## GORDON DYAL & CO., LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 # Note **1** - Organization Gordon Dyal & Co. , LLC (the "Company") is a broker-dealer registered with the United States Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company was founded in May 2015, under the laws of the State of Delaware. FINRA accepted the Company's membership application on September 14, 2016. The Company is a single member LLC, wholly owned by Gordon Dyal & Co. Advisory Group LP (the "Sole Member''). The Company provides mergers and acquisitions (M&A) advisory services to clients, which are primarily based in the United States and Europe. The Company's primary office is in New York, New York. #### Note 2 - Summary of Significant Accounting Policies ## Basis of Presentation The accompanying financial statements are presented **in** conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### Segment Reporting The Company adopted ASU 2023-07 - Segment Reporting, for improved disclosure regarding reportable segments. The Company's Chief Operating Decision Maker ("CODM") is solely the Managing Partner and Managing Member. Due to the similarities and related nature of the broker-dealer's products, the CODM aggregates and evaluates the broker-dealer's mergers and acquisitions advice, as a single reporting segment under the umbrella of financial products. The metrics used by the CODM to assess the performance of the Company's operating activities include revenue, net income, and cash flows from operations. The key metrics are utilized to guide decision making regarding risk assessment, cost management, and forecasting future results. The Company's products, under a single business segment, investment banking, have similar economic characteristics and are expected to have similar economic characteristics and long-term financial performance in future periods. #### Use of Estimates The preparation of financial statements **in** conformity with U.S. GAAP 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 the reporting period. Actual results could differ from those estimates. # -2- {7}------------------------------------------------ ## GORDON DYAL & CO. , LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 #### Note 2 - Summary of Significant Accounting Policies /Continued) #### Revenue Recognition Revenues from merger and acquisition ("M&A") advisory fees are recognized at the point in time when the Company's performance under the terms of the contractual arrangement is completed, which is typically at the closing of the transaction or the announcement of a deal. For the year ended September 30, 2025, all deals included in revenue were completed or closed. #### Receivables and Credit Losses The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASB ASC 326-20, Financial Instruments - Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis, the allowance for credit losses is reported as a valuation account on the balance sheet that adjusts the asset's amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. The Company estimates expected credit losses over the life of the financial assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. For the year ended September 30, 2025, no allowance for credit loss was deemed necessary. #### Income Taxes The Company is considered a disregarded entity for federal and state income tax purposes. Accordingly, no income tax expense has been recorded in the financial statements. All income or losses will be reported on the income tax returns of the Sole Member. The Company accounts for any potential interest or penalties related to possible future liabilities for unrecognized income tax benefits as other expense. At September 30, 2025, management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company remains subject to US federal and state income tax audits for all tax years after 2023. ![](_page_7_Picture_9.jpeg) {8}------------------------------------------------ GORDON DYAL & CO. , LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 #### Note 3 - Concentrations The Company maintains cash balances in one financial institution, which at times may exceed the federally insured limit. The Company believes it is not exposed to any significant credit risk to cash. During the year ended September 30, 2025, M&A advisory fee revenues were comprised of fees from four clients. During the year ended September 30, 2025, three customers accounted for 94% of the M&A advisory fee revenues. At September 30, 2025, there were no accounts receivable due from these customers. #### Note 4 - Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of a minimum net capital, as defined, of the greater of \$5,000 or one-fifteenth of aggregate indebtedness, as defined. At September 30, 2025, the Company had net capital of \$1 ,885,853, which exceeded its requirement of \$62,385 by \$1 ,823,468. Additionally, the Company must maintain a ratio of aggregate indebtedness to net capital of 15: 1 or less. At September 30, 2025, this ratio was .50 to 1. The Company is exempt from the provisions of Rule 15c3-3 of the Securities Exchange Act since the Company's activities are limited to those set forth in the conditions for exemption pursuant to Footnote 74 of SEC Release 34-70073. #### Note 5 - Related Party Transactions The Company has an Expense Sharing Agreement ("Agreement") with its Sole Member. The Agreement covers facilities, personnel and administrative expenses. Direct expenses of the Company are outside the scope of this agreement and paid directly by the Company. During the year ended September 30, 2025, the Company recorded \$3,888,920 of expenses under this Agreement. As a result of this Agreement, the Company owed \$931 ,473 to the Sole Member at September 30, 2025. # Note 6 - Commitments and Contingencies There are no commitments and contingencies that would have a material impact on these financial statements as of September 30, 2025. # -4- {9}------------------------------------------------ GORDON DYAL & CO. , LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2025 Note 7- Subsequent Events Subsequent events have been evaluated through the date the financial statements were available to be issued, and no events have been identified which require disclosure. -5- Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.