# PROVENANCE CAPITAL SERVICES LLC X-17A-5 (2023-03-30) — Broker-dealer annual report - Company: PROVENANCE CAPITAL SERVICES LLC - Form: X-17A-5 - Filed: 2023-03-30 - Period: 2022-12-31 - Accession: 0001878994-23-000003 - CIK: 1878994 - File #: 8-70780 - Type: Broker-dealer - Material weakness: No - Auditor: DAVID LUNDGREN & COMPANY - Auditor location: OLATHE, KS - Contact: ANGELA HAJEK - Phone: 678-679-8640 - Email: angela@mastercompliance.com - Website: mastercompliance.com - Signed by: JIM PINES (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1878994/000187899423000003/provenance22.pdf --- {0}------------------------------------------------ ### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** | ANNUAL REPORTS | |----------------| | FORM X-17A-5 | | PART Ill | | 0MB APPROVAL | | |---------------------------|--| | 0MB Number: 3235-0123 | | | Expires: Oct. 31, 2023 | | | Estimated average burden | | | hours per response:
12 | | | SEC FILE NUMBER | | | | | | 8-70780 | | | | FACING PAGE | | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|-----------------|--------------------------------------------| | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | 2 mso 1 | | 2
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MM/DD/YY | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | NAME OF FIRM: Provenance Capital Services LLC | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[el Broker-dealer
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.) | □
[ Security-based swap dealer | | Major security-based swap participant | | 1519 Woodlark Dr | | | | | | (No. and Street) | | | | Northbrook | IL | | 60062 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Angela Hajek | 678-679-8640 | | angela@mastercompliance.com | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing
David Lundgren & Company | | | | | | (Name -if individual, state last, first, and middle name) | | | | 505 N Mur-Len Rd | Olathe | KS | 66062 | | (Address) | (City) | (State)
6075 | (Zip Code) | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | • 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-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. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | ), Jim Pines | swear (or affirm} that, to the best of my knowledge and belief, the | | | |--------------------------------------------------------------------------|---------------------------------------------------------------------|-------|--| | financial report pertaining to the firm of Provenance Capital SenicesLLC | | as of | | 12/31 ,20@? ,is true and correct. I further swear {or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. **OFFlCW. SEAi.. , \_** | OFFlCW. SEAi | �- ,
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.- | N #### **This filing contains (check all applicable boxes):** - ii (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition, - ii (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 5 210.1-02 of Regulation S-X). - **ii** (d) Statement of cash flows. - ii (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - E (f) Statement of changes in liabilities subordinated to claims of creditors. - ii (g) Notes to consolidated financial statements. - al (h) Computation of net capital under 17 CFR 240.15c3-1 0r 17 CFR 240.18a-1, as applicable. - [] (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - [ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - [ {l) Computation for Determination of PAB Requirements under Exhibit A to 5 240.15c3 3. - fl (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - [ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - iii (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, 0r 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.1503-3 0r 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences **exist.** - (p)Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - iii (q) Oath or affirmation in accordance **with** 17 CFR 240.17a-5, 17 CFR 240.17a-12, 0r 17 CFR 240.18a-7, as applicable. - l (r) Compliance report in accordance with 17 CFR 240.17a-5 0r 17 CFR 240.18a-7, as applicable. - i (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicabie. - E (t) independent public accountant's report based on an examination of the statement of financial condition. - liis (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, 0r 17 CFR 240.17a-12, as applicable. - (v)independent public accountant's report based on an examination of certain statements in the compliance report under I7 CFR 240.17a-5 0r 17 CFR 240.18a-7, as applicable. - liii (w) independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e 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). - 0 (z)Other. ..\_\_ \_\_ - *ro request confidential treatment of certain portions of* this *filing, see 17 CFR 240.170-5(e)~3) or 17 CFR 240.18a-7(d(2), as applicable.* {2}------------------------------------------------ ## **PROVENANCE CAPITAL SERVICES, LLC** ## **FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES** With Report of Independent Registered Public Accounting Firm For the Period of February 1, 2022 through December 31, 2022 {3}------------------------------------------------ # **TABLE OF CONTENTS** For the Period of February I , 2022 through December 31, 2022 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | |------------------------------------------------------------------------------------------------------------------------------------------------|-----| | FINANCIAL STATEMENTS | | | Statement of Financial Condition | 2 | | Statement of Income. | 3 | | Statement of Changes in Member's Equity | 4 | | Statement of Cash Flows | 5 | | NOTES TO THE FINANCIAL STATEMENTS



| 6-9 | | SUPPLEMENTAL SCHEDULES | | | Schedule 1: Computation of Net Capital under Rule 15c3-1 of the Securities
and Exchange Commission | 10 | | Schedule fl: Computation of Determination of Reserve Requirements for Brokers
and Dealers Pursuant to Rule l 5c3-3 under the Securities and | | | Exchange Commission. | 1 I | | Schedule III: Information Relating to the Possession or Control Requirements | | | under the Securities and Exchange Commission Rule 15e3-3. | 12 | {4}------------------------------------------------ DAVID B3. LUNDGREN, **MBA,** CPA TELEPHONE (913) 7829530 FACSIMILE (913) 782-9564 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Provenance Capital Services, LLC #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Provenance Capital Services, LLC as of December 3 1, 2022, the related statements of operations, changes in stockholder's equity, and cash flows for the period February 1, 2022 to December 3 1, 2022, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of- Provenance Capital Services, LLC as of December 3 1, 2022, and the results of its operations and its cash flows for the period February 1, 2022 to December 3 1, 2022 in conformity with accounting principles generally accepted in the United States of America #### **Basis for Opinion** These financial statements are the responsibility of Provenance Capital Services, LLC's management. Our responsibility is to express an opinion on Provenance Capital Services, LLC'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 Provenance Capital Services, LLC 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 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 financial 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. #### **Auditor's Report on Supplemental Information** Schedules I, II and Ill have been subjected to audit procedures performed in conjunction with the audit of Provenance Capital Services, LLC's financial statements. The supplemental information is the responsibility of Provenance Capital Services, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying 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 opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. 5240.17a-5. In our opinion, Schedules I, II and Ill are fairly stated, in all material respects, in relation to the financial statements as a whole. *7.0..4.-> 6* We have served as Provenance Capital Services, LLC's auditor since 2022. Olathe, Kansas March 27, 2023 {5}------------------------------------------------ ## **STATEMENT OF FINANCIAL CONDITION** For the Period of February I, 2022 through December 3 1 , 2022 | ASSETS | | |----------------------------------------|---------------| | Cash | \$
723,266 | | Prepaid Expenses | 29,580 | | Accounts Receivable | 29,200 | | TOTAL ASSETS | \$
782,046 | | LIABILITIES AND MEMBER'S EQUITY | | | LIABILITIES | | | Accounts Payable & Accrued Liabilities | \$
86,90 I | | TOTAL LIABILITIES | \$
86,901 | | MEMBER'S EQUITY | \$
695,145 | | TOTAL LIABILITIES AND MEMBER'S EQUITY | \$
782,046 | {6}------------------------------------------------ # **STATEMENT OF INCOME** For the Period of February I, 2022 through December 3 I, 2022 | REVENUES | | |------------------------------------|------------------| | Retainer Revenue | \$
333,515 | | Success Fees | 310, 125 | | TOTAL REVENUES | \$
643,640 | | | | | | | | | | | EXPENSES | | | Compensation & Benefits | \$
790,849 | | Professional Fees | 70,847 | | Regulatory Fees | 18,884 | | Technology, Data, & Communications | | | Travel & Entertainment | 66,752
17,400 | | Occupancy & Equipment | 1,650 | | Other Expenses | 41,625 | | TOTAL EXPENSES | \$
1,008,007 | | | | | | | | | | **NET INCOME** \$ **(364,367)** {7}------------------------------------------------ ## **STATEMENT OF CHANGES** IN **MEMBER'S EQUITY** For the Period of February I, 2022 through December 31. 2022 | | TOTAL | |------------------------------|---------------| | BALANCE AT FEBRUARY 1, 2022 | 1.059.512 | | Capital Contributions | | | Distributions | | | Net Income | (364.367) | | BALANCE AT DECEMBER 31, 2021 | 695,145
\$ | {8}------------------------------------------------ ## **STATEMENT OF CASH FLOWS** For the Period of February I, 2022 through December 3 1 , 2022 ## **CASH FLOWS FROM OPERA TING ACTIVITIES** | Net Income | \$ | (364,367) | |----------------------------------------------------------------------------------|----|-----------| | Adjustments to reconcile net income to net cash provided by operating activities | | | | Accounts Receivable | | (29,200) | | Prepaid Expenses | | (17,856) | | Accounts Payable, Accrued Expenses, & Other Liabilities | | (23,850) | | Net Cash Provided by Operating Activities | | (435,273) | | NET INCREASE IN CASH | \$ | (435,272) | | CASH AT FEBRUARY 1, 2022 | \$ | 1,158,538 | | CASH BALANCE AT DECEMBER 31, 2022 | \$ | 723,266 | {9}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Period of February 1, 2022 through December 3 I , 2022 ### **1. Organization and Nature of Business** Provenance Capital Services (the Company) is a Delaware Limited Liability Company and a registered broker-dealer with the Securities and Exchange Commission (SEC) and member with the Financial Industry Regulatory Authority (FINRA). The Company operates as a placement agent specializing in private placements of securities. ### **2. Significant Accounting and Reporting Policies** ### **Basis of Presentation** The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (GAAP) as determined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements contain all adjustments necessary for a fair presentation of the Company's financial position as of December 3 1 , 2022, and is not necessarily indicative of the results for any future period. ### **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 revenue and expenses during the reporting period. Actual results could differ from those estimates. ### **Cash and Cash Equivalents** The Company maintains its cash in bank deposit account(s) which, at times, may exceed federally insured limits. The Company monitors the bank account(s) and does not expect to incur any losses from such account(s). The Company has defined cash and cash equivalents as highly liquid investments with original maturities of less than ninety days that are not held-for-sale in the ordinary course of business. The recorded value of such instruments approximates their fair value. At December 3 I , 2022, the Company had no cash equivalents. ### **Revenue** The Company recognizes *Revenue from Contracts with Customers* in accordance with ("ASC Topic 606"). This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. {10}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Period of February I , 2022 through December 3 1 , 2022 ### **2. Significant Accounting and Reporting Policies - Continued** Additionally, the guidance requires the Company to follow a five step model to a) identify the contract with the customer, b) identify the performance obligations in the contract, c) determine the transaction price, d) allocate the transaction price to the performance obligations in the contract, and e) recognize revenue when (or as) the Company satisfies a performance obligation. In determining the transaction price, the Company may include variable consideration within the transaction price to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty is subsequently resolved. Services within the scope of ASC Topic 606 include private securities placement, investment banking, and merger and acquisition (M&A) services. Investment banking and M&A services include agreements to provide advisory services to customers for which they will charge the customer fees. The Company provides corporate finance and financial advisory services such as private placements of debt and equity, mergers, and acquisitions (M&A) (sell-side and buy-side), recapitalizations, accessing public debt and equity markets, valuations and fairness opinions, and business and strategic advice. Revenues from fees arising from private securities placement in which the Company acts as agent are recorded pursuant to the terms of the Company's agreements with the respective offering parties. Fees are recorded based upon the capital commitments obtained as of the closing for the respective placement when all performance obligations to the client have been completed. In certain engagements, clients are assessed nonrefundable retainer fees. These retainer fees are either up front payments paid solely in consideration of the engagement by the client or fees which are in relation to a defined period, which could range from a single payment to recurring payments for the duration of the contract. Such periods vary in length depending on the engagement, and the fees are apportioned over the period covered by the retainer fee and are considered earned when the performance obligations are satisfied. Nonrefundable retainer fees which are not linked to a specific period of time are recognized when all performance obligations are satisfied. The Company has evaluated its nonrefundable retainer payments to ensure the fees (if any) relate to a transfer of a good or service, as a direct distinct performance obligation in exchange for the retainer. Success fees are owed to the Company on the closing of a M&A transaction, fairness opinion or similar transaction. The amount of the fee is stipulated in the Company's engagement contract with the client and is generally calculated as a percentage of the size of the relevant transaction or as a fixed fee. Success fees are recognized when the relevant investment banking transaction is closed. The Company, at December 3 1 , 2022, had no outstanding retainers or success fees. {11}------------------------------------------------ ## **NOTES TO THE FINANCIAL STATEMENTS** For the Period of February 1, 2022 through December 31, 2022 ### **2. Significant Accounting and Reporting Policies - Continued** ### **Income Taxes** The Company is a single member limited liability company that is treated as a disregarded entity for income tax purposes as all income or loss flows through to the Parent. Therefore, no income tax expense or liability is recorded in the accompanying financial statements. The Company follows the F ASB Accounting Standards Codification (ASC) 740-10, Accounting for the Uncertainty in Income Taxes. Under F ASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are "more likely than not" of being sustained "when challenged" or "when examined" by the applicable taxing authority. Tax positions not deemed to meet the "more likely than not" threshold would be recorded as a tax expense and liability in 2022. A tax position includes any entity's status, including its status as a pass-through entity, and the decision to not file a tax return. Management has evaluated the Company's tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of December 3 1 , 2022. The Company is not currently under audit by any tax jurisdiction. ### **Current Expected Credit Losses** In June 2016, the FASB issued ASU No.2016-13 (Topic 326) *Measurement of Credit Losses on Financial Instruments,* which significantly changed the way entities recognize and record credit losses on financial instruments such as loans, loan commitments, and other financial assets. The CECL model requires measurement of expected credit losses for financial assets measured at amortized cost, net investments in leases, and off-balance sheet credit exposures based on historical experience, current conditions, and reasonable and supportable forecasts over the remaining contractual life of the financial assets. The Company, may, at times, have an account receivable related to retainer fees from executed agreements with independent external parties. In some circumstances, significant judgement is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. As such, the Company regularly reviews its accounts receivable for any bad debts based on the nature and contractual life or expected life of the financial assets, the Company's collection experience, and customer worthiness. At December 3 1 , 2022, the Company had \$29,200 net receivables from executed contracts. {12}------------------------------------------------ # **NOTES TO THE FINANCIAL STATEMENTS** For the Period of February I , 2022 through December 3 1 , 2022 ### **3. Related Parties** The Company is an affiliate of Provenance Capital Group, LLC. In connection with this relationship, the Company and Provenance Capital Group have executed an expense sharing agreement whereby the Company receives a monthly allocation of expenses incurred by the Affiliate on its behalf. During 2022, the Company recorded expenses under this agreement totaling \$1,650. Included in the total is a provision for rent. The Company recorded rent totaling \$ 1 , 100 related to the shared expense with the Affiliate. ### **4. Net Capital Requirements** The Company is subject to the SEC's Uniform Net Capital Rule (SEC Rule I 5c3- I) of the Securities Exchange Act of 1934 which requires maintenance of minimum net capital. Under the Rule, the Company is required to maintain minimum net capital, as defined, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness. The ratio of aggregated indebtedness to net capital cannot exceed 800% or 8: 1 within its first year of business. At December 31, 2022, the Company had net capital of \$636,365 which was \$625,502 in excess of its required net capital and the ratio of aggregate indebtedness to net capital was 13.66%. ### **5. Operating Lease Obligations** The Company is required to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms greater than twelve months. All such leases are to be classified as either finance or operating. The Company has no lease obligations that required recording or disclosures in the December 3 1 , 2022, financial statements. ### **6. Subordinated Liabilities** The Company had no liabilities subordinated to the claims of general creditors as of the inception, end of 2022, and during the period ended December 3 1 , 2022. ## 7. **Commitments and Contingencies** The Company does not have any commitments or contingencies, including arbitration or other litigation claims that may result in a loss or a future obligation. ### **8. Subsequent Events** Management has evaluated all events or transactions that occurred after December 3 I , 2022, through the date of the issued financial statements. During this period, there were no material recognizable subsequent events that required recording or disclosures in the December 31, 2022, financial statements. {13}------------------------------------------------ # **SCHEDULE** I **Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commissions** For the Period of February I, 2022 through December 31, 2022 | COMPUTATION OF NET CAPITAL | | |-------------------------------------------------------------------|----------------| | TOTAL MEMBER'S EQUITY | \$
695,145 | | LESS: | | | Non-Allowable Assets | | | Prepaid Expenses | \$
(29,580) | | Accounts Receivable | \$
(29,200) | | Total Non-Allowable Assets | \$
(58,780) | | Other Operational Deductions or Charges | \$ | | TENTATIVE NET CAPITAL | \$
636,365 | | HAIRCUTS ON SECURITIES | \$ | | NET CAPITAL | \$
636,365 | | Minimum dollar net capital requirement of reporting broker dealer | \$
10,863 | | EXCESS NET CAPITAL | \$
625,502 | | TOTAL AGGREGATE INDEBTEDNESS | \$
86,900 | | MINIMUM NET CAPITAL BASED ON AI | \$
10,863 | | PERCENTAGE OF NET CAPITAL TO AI | 13.66% | There are no material differences between net capital in Part IIA of Fonn X-17 A-5 and net capital above. See accompanying report of independent registered public accounting firm. {14}------------------------------------------------ ## **SCHEDULE II** **Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule 15e3-3 under the Securities and Exchange Act of 1934** For the Period of February I , 2022 through December 3 1 , 2022 The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company I) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, 2) did not carry accounts of customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the period ending December 31, 2022, without exception. {15}------------------------------------------------ ## **SCHEDULE III** **Information Relating to the Possession or Control Requirements under the Securities and Exchange** **Commission Rule 15c3-3** For the Period of February I , 2022 through December 3 1 , 2022 The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company I) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, 2) did not carry accounts of customers of or for customers, and 3) did not carry PAB accounts (as defined in Rule I 5c3-3) throughout the period ending December 3 1 , 2022, without exception. See accompanying report of independent registered public accounting firm. {16}------------------------------------------------ DAVID B. LUNDGREN, MBA, CPA **TELEPHONE (91**3) **7829530 FACSIMILE (91**3) **782-9564** #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Provenance Capital Services, LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Provenance Capital Services, LLC (the Company) did not claim an exemption under paragraph (k) *of* 17 C.F.R. 5240.15c3-3, 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 private placement capital raising services. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Provenance Capital Services, LLC's management is responsible for compliance with the exemption provisions and its statements. 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 Provenance Capital Services, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. 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 statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and r ed SEC Staff Frequently Asked Questions. *72%.(%-/%* Olathe, Kansas March 27, 2023 {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) ### **Provenance Capital Services, LLC Exemption Report** **Provenance Capital Services, LLC** (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission ( 17 C.F.R. §240. l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240. l 7a-5(d)(l) 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. *\$* 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. I 7a-5 because the Company limits its business activities exclusively private placements of securities (excluding EB-5 and Regulation A+) and the Company ( 1) did not directly or indirectly receive, bold, or otherwise owe funds or securities for or to customers, (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b )(2) of Rule l 5c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts *(as* defined in Rule 15c3-3) throughout the most recent fiscal year without exception. I, Jim Pines, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. *• Foes* **bsG** st w609 **By: Jim Pines** Title: CEO **3/27/23** {18}------------------------------------------------ DAVID B. LUNDGREN, **MBA,** CPA TELEPHONE (913) 782-9530 FACSIMILE, (913) 7829564 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPL YING AGREED-UPON PROCEDURES Board of Directors of Provenance Capital Services, LLC. We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below on the accompanying General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 2022. Management of Provenance Capital Services, LLC. (Company) is responsible for its Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7. Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the Company's compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2022. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we mak e no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed and our findings are as follows: - 1) Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences; - 2) Compared the Total Revenue amounts reported on the Annual Audited Report Form X-17A-5 Part Ill for the year ended December 31, 2022 with the Total Revenue amount reported in Form SIPC-7 for the year ended December 31, 2022, noting no differences; - 3) Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences; - 4) Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments, noting no differences; and - 5) Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7 on which it was originally computed, noting no differences. We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AICPA and in accordance with the standards of the Public Company Accounting Oversight Board (United States). We were not engaged to and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Company's Form SIPC-7 and for its compliance with the applicable instructions on Form SIPC-7 for the year ended December 31, 2022. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement This report is intended solely for the information and use of the Company and SIPC and is not intended to **be�� ::;?:?-Other** thanzese specified parties. Olathe, Kansas�/ March 27, 2023 {19}------------------------------------------------ | | | | SECURITIES INVESTOR PROTECTION CORPORATION | | | |-------------------------------------------------------------------------------------------------|-----------------------------------------------------------|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|--------------------------------------------------| | SIPC-7 | | | Mail Code: 8967 P.O. Box 7247 Philadelphia, PA 19170-0001 | | SIPC-7 | | (36-REV 12/18) | | | General Assessment Reconciliation | | (36-REV 12/18) | | | | | For the fiscal year ended 12/31/2022 | | | | | | | (Read carefully the instructions in your Working Copy before completing this Form) | | | | | | | TO BE FILED BY ALL SIPC MEMBERS WITH FISCAL YEAR ENDINGS
1. Name of Member, address, Designated Examining Authority, 1934 Act registration no. and month in which fiscal year ends for | | | | purposes of the audit requirement of SEC Rule 17a-5: | | | | | | | [SEC 8-70780 | | FINRA | December I | Note: If any of the information shown on the
any corrections to form@sipc.org and so | mailing label requires correction, please e-mail | | | Provenance Capital Services, LLC | | | indicate on the form filed. | | | | 1519 Woodlark Drive
Northbrook, IL 60062 | | | Name and telephone number of person to
contact respecting this form. | | | L | | | | _J Angela Hajek 678-679-8640 | | | | | | | | | | | | | | | | | 2. A. General Assessment (item 2e from page 2) | | | | | | | | B. Less payment made with SIPC-6 filed (exclude interest) | | | | | | 7/29/2022 | | | | | | | Date Paid
C. Less prior overpayment appl ied | | | | ( | | | | | | | 738 | _ | | | D. Assessment balance due or {overpayment) | | | | | | | | | E. Interest computed on late payment (see instruction E) for_days at 20% per annum | | | | F. | | | Total assessment balance and interest due (or overpayment carried forward) | | | | I
z
Check mailed | g
;
r
to P.0.
Total (must be same as F alove) | Bo[M[runs wired] £)
AC | «J
l738
' | | | | H. Overpayment carried forward | | | \$( | _ | | | | | | 3. Subsidiaries (S) and predecessors (P) included in this form (give name and 1934 Act registration numbe r): | | | | | | | | | | | | | | | | | | | | | | | | | The SIPC member submitting this form and the
person by whom it is executed represent thereby | | | | | | | that all information contained herein is true, correct | | | | ital Services, LLC | | | and complete. | e | | | ration, Partnership or other organization; | | | | | | | (Authorized Signature) | | | oatea meld day or January | | es 23 | CEO | (Titte) | | | | | | This form and the assessment payment is due 60 days after the end of the fiscal year. Retain the Wo rking Copy of this form | | | | | | | for a period of not less than 6 years, the latest 2 years In an easily accessible place. | | | | | | | | | | | E 0ates:
Postmarked | Received | Reviewed | | | | | LAI
Calculations | | | Documentation | | Forward G0py • | | AA cr | | | | | | | es Exceptions:
a
c | | | | | | | Disposition of exceptions: | | | 1 | | | | | | | | | | {20}------------------------------------------------ ### **DETERMINATION OF "SIPC NET OPERATING REVENUES" AND GENERAL ASSESSMENT** Amounts for the fiscal period b~ginning 91917 and ending2 (to page 1, line 2.A.) | Item No.
2a. Total revenue (FOCUS Line 12/Part IIA Line 9, Gode 4030) | Eliminate cents
\$643,640 | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------| | 2b. Additions:
(1) Total revenues from the securities business of subsidiaries (except foreign subsidiaries) and
predecessors not included above. | | | (2) Net loss from principal transactions in securities in trading accounts. | | | (3) Net loss from principal transactions in commodities in trading accounts. | | | (4) Interest and dividend expense deducted in determining item 2a. | | | (5) Net loss from management of or participation in the underwriting or distribution of securities. | | | (6) Expenses other than advertising, printing, registration fees and legal tees deducted in determining net
profit from management of or participation in underwriting or distribution of securities. | | | (7) Net loss from securities in investment accounts. | | | Total additions | | | 2c. Deductions:
(1) Revenues from the distribution of shares of a registered open end investment company or unit
investment trust, from the sale of variable annuities. from the business of insurance, from investment
advisory services rendered to registered investment companies or insurance company separate
accounts, and from transactions in security futures products. | | | (2) Revenues from commodity transactions. | | | (3) Commissions, floor brokerage and clearance paid to other SIPC members in connection with
securities transactions. | | | (4) Reimbursements for postage in connection with proxy solicitation. | | | (5) Net gain from securities in investment accounts. | | | (6) 100% of commissions and markups earned from transactions in (i) certificates of deposit and
(ii) Treasury bills, bankers acceptances or commercial paper that mature nine months or less
from issuance date. | | | (7) Direct expenses of printing advertising and legal fees incurred in connection with other revenue
related to the securities business (revenue defined by Section 16(9)(L) of the Act). | | | (8) Other revenue not related either directly or indirectly to the securities business.
(See Instruction C): | | | (Deductions in excess of \$100,000 tequire documentation) | | | (9) (I) Total interest and dividend expense (FOCUS Line 22/PART IIA Line 13,
Code 4075 plus line 2b(4) above) but not in excess
of total interest and dividend income.
\$ | _ | | (ii) 40% of margin interest earned on customers securities
accounts (40% of FOCUS line 5, Code 3960).
\$ | _ | | Enter the greater of line (i) or (ii) | | | Total deductions | | | 2. SIPC Net Operating Revenues | 643,640 | 2e. General Assessment @ .0015 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.