# LEGIONNAIRE SECURITIES LLC X-17A-5 (2024-02-26) — Broker-dealer annual report

- Company: LEGIONNAIRE SECURITIES LLC
- Form: X-17A-5
- Filed: 2024-02-26
- Period: 2023-12-31
- Accession: 0001742344-24-000002
- CIK: 1742344
- File #: 8-70130
- Type: Broker-dealer
- Material weakness: No
- Auditor: RSM US LLP
- Auditor location: Chicago, IL
- Contact: Daniel Popiela
- Phone: 3122845543
- Signed by: Daniel Popiela (Controller)

Original filing: https://www.sec.gov/Archives/edgar/data/1742344/000174234424000002/PUBLIC.pdf

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## **Statement of Financial Condition December 31, 2023**

Filed as PUBLIC information pursuant to Rule 17a-5(d) Under the Securities Exchange Act of 1934

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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** 

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### **ANNUAL REPORTS FORM X-17 A-5 PART Ill**

| SEC FILE NUMBER |  |
|-----------------|--|
| 8-70130         |  |

**FACING PAGE** 

**Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** 

| O 1/01/2023                     | 12/31/2023 |
|---------------------------------|------------|
| FILING FOR THE PERIOD BEGINNING | AND ENDING |

MM/DD/VY

MM/DD/VY

**A. REGISTRANT IDENTIFICATION** 

## NAME oF FIRM: Legionnaire Securities, LLC

TYPE OF REGISTRANT (check all applicable boxes):

� Broker-dealer D Security-based swap dealer □ Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

### 550 W. Jackson Blvd. Suite 1300

|         |        | (No. and Street} |            |
|---------|--------|------------------|------------|
| Chicago |        | IL               | 60606      |
|         | (City} | (State}          | {Zip Code} |

PERSON TO CONTACT WITH REGARD TO THIS FILING

Daniel Popiela 312-284-5543

{Name} {Area Code - Telephone Number} {Email Address}

#### **B. ACCOUNTANT IDENTIFICATION**

INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\*

## RSM US LLP

| 30 South Wacker Dr., Suite 3300               | {Name - if individual, state last, first, and middle name}<br>Chicago | IL      | 60606                                      |
|-----------------------------------------------|-----------------------------------------------------------------------|---------|--------------------------------------------|
| {Address}                                     | {City)                                                                | {State) | (Zip Code)                                 |
| 9/24/2003                                     |                                                                       | 49      |                                            |
| ie of Registcafoo with PCAOB){if applicable I |                                                                       |         | (PCAOB Registcatioo N"mbec, if applicable) |
|                                               | FOR OFFICIAL USE ONLY                                                 |         |                                            |
| T                                             |                                                                       |         |                                            |
|                                               |                                                                       |         |                                            |

\* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-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 a currently valid 0MB control number.

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#### **OATH OR AFFIRMATION**

| I, Daniel Popiela                                                      | swear (or affirm) that, to the best of my knowledge and belief, the                                           |       |
|------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-------|
| financial report pertaining to the firm of Legionnaire Securities, LLC |                                                                                                               | as of |
| _                                                                      | 1_2_/_3_1 ___________ _, 2� is true and correct. I further swear (or affirm) that neither the company nor any |       |
| partner, officer, director, or equivalent p�so ; as ttie-'             | �� may be, has any proprietary interest in any account classified solely                                      |       |
| as that of a customer.<br>/                                            | ' '\.<br>___<br>_                                                                                             |       |
| {l 1·, /                                                               | -·.<br>'>�<br>,'ii\<br>Signature:�� /;;! ___ _<br>·,I                                                         |       |

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- / ; 1 *I }* / 0 Controller \' \ ,\' (,7 1 <sup>I</sup>

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#### **0�** • .� �."" ,r �, ' {) ' , **,y** - \_\_\_ ,.,,\_ ...,\_ *°'-* -<, • '-..\)'(Y\!Vv\j.� u", � ins *rn* 11, • �. . . • ,:-,"· -· • - , **This filing\*\* contains heck all applical>** • , **Qi<es):\** • ·' -\_.-/

- ii (a) Statement of financial condition. =--:,\_\_- -
- ii (b) Notes to consolidated statement of financial condition.
- D (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 (d) Statement of cash flows.
- D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- D (f) Statement of changes in liabilities subordinated to claims of creditors.
- D (g) Notes to consolidated financial statements.
- D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3.
- D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- D (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.
- D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- ii (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- ii (t) Independent public accountant's report based on an examination of the statement of financial condition.
- D (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 240.18a-7, as applicable.
- D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable.
- D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- D (z) Other:-------------------------------- --------
- *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.*

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## **Contents**

| Report of Independent Registered Public Accounting Firm |     |
|---------------------------------------------------------|-----|
|                                                         |     |
| Financial Statement                                     |     |
| Statement of Financial Condition                        | 2   |
| Notes to Financial Statement                            | 3-4 |

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![](_page_4_Picture_0.jpeg)

**RSMUSLLP** 

#### **Report of Independent Registered Public Accounting Firm**

Managing Member Legionnaire Securities, L. L. C.

#### **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition of Legionnaire Securities, L.L.C. (the Company) as of December 31, 2023, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

#### **Basis for Opinion**

This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2019.

Chicago, Illinois February 23, 2024

**T E POWER OF BEING UNDERSTOOD**  AUDIT **I** TAX **I** CONSU **J** NG

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#### **Statement of Financial Condition December 31, 2023**

| Assets                                                   |               |
|----------------------------------------------------------|---------------|
| Cash                                                     | \$<br>187,921 |
| other assets                                             | 2,683         |
| Receivable from broker-dealer                            | 100           |
| Total assets                                             | \$<br>190,704 |
| Liabilities and Member's Equity                          |               |
| Accounts payable, accrued expenses and other liabilities | \$<br>18,000  |
| Payable to affiliates                                    | 540           |
| Total liabilities                                        | 18,540        |
| Member's equity                                          | 172,164       |
| Total liabilities and member's equity                    | \$<br>190,704 |

See Notes to Financial Statement.

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#### **Notes to Financial Statement**

#### **Note 1. Nature of Operations and Significant Accounting Policies**

Legionnaire Securities, LLC. (the Company) is a wholly owned subsidiary of Transmarket Holdings, LP (the Parent). The Company was organized on May 1 4 , 201 8. The Company is a broker-dealer registered with the US. Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1 934.

The Company will continue to exist unless determined to be dissolved by the Member.

A summary of the Company's significant accounting policies is as follows:

The Company follows the accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure consistent reporting of financial condition, results of operations, and cash flows.

**Use of estimates:** The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenue and expenses during the reporting period. Actual results could differ from those amounts.

**Receivable from broker-dealer:** A broker-dealer holds a cash deposit on behalf of the Company which is included in receivable from broker-dealer in the statement of financial condition.

**Credit losses on financial assets:** The Company evaluates all financial assets that are measured at amortized cost for credit losses under the Current Expected Credit Losses model. Financial assets evaluated include cash and receivable from broker-dealer. Expected credit losses are measured based on historical experience, current conditions and forecasts that affect the collectability of the reported amount Due to the short duration of the financial assets, there are no material estimates of credit losses related to these financial assets as of December 31 , 2023.

**Recently announced accounting pronouncements:** In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 1 5, 2023 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements and related disclosures.

**Income taxes:** The Company is a single member limited liability company and is treated as a disregarded entity for federal and state income tax purposes. The Company does not file any tax returns, but its taxable income is reported as part of its ultimate parent company's tax returns. The ultimate parent company is a limited liability company whose income or loss is includable in the tax returns of its members.

The Company has evaluated income tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being, sustained ''when challenged" or "when examined" by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and liability in the current year. Management has determined that there are no material uncertain income tax positions through December 31 , 2023.

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#### **Notes to Financial Statement**

#### **Note 2. Related-Party Transactions**

During the period, in the normal course of business, the Company had intercompany transactions with entities affiliated through common ownership which included the affiliates paying employee compensation and related benefits and other expenses on behalf of the Company. These expenses are subsequently reimbursed, monthly, on a net basis. As of December 31 , 2023, the Company had payables of \$540 to these affiliates.

#### **Note 3. Indemnifications**

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. Management of the Company expects the risk of loss to be remote.

#### **Note 4. Off-Balance Sheet Risk and Concentrations of Credit Risk**

The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash.

#### **Note 5. Net Capital Requirements**

The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 1 5c3-1 ) which requires the maintenance of minimum "net capital" equal to the greater of \$1 00, 000 or 6 2 /3% of "aggregate indebtedness" as defined by Rule 1 5c3-1 . At December 31 , 2023, the Company had net capital of \$1 69, 481 and net capital requirements of \$1 00, 000. The ratio of aggregate indebtedness to net capital as of December 31 , 2023 was 11 %. The net capital requirements may effectively restrict the payment of distributions to the parent

#### **Note 6. Subsequent Events**

The Company has evaluated subsequent events for potential recognition and/or disclosure through February 23, 2024, the date the financial statements were issued. No subsequent events were noted that require disclosure in the financial statements.


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