# MUZINICH CAPITAL LLC X-17A-5 (2022-03-31) — Broker-dealer annual report - Company: MUZINICH CAPITAL LLC - Form: X-17A-5 - Filed: 2022-03-31 - Period: 2021-12-31 - Accession: 0001427421-22-000002 - CIK: 1427421 - File #: 8-67832 - Type: Broker-dealer - Material weakness: No - Auditor: Sanford Becker & Co., P.C. - Auditor location: New York, NY - Contact: Michael Ludwig - Phone: 212-888-3413 - Email: ludwig@muzinich.com - Website: muzinich.com - Signed by: Michael Ludwig (FinOp) Original filing: https://www.sec.gov/Archives/edgar/data/1427421/000142742122000002/x17a5FS.pdf --- {0}------------------------------------------------ MUZINICH CAPITAL LLC FINANCIAL STATEMENT DECEMBER 31, 2021 #### ★★★★★★★★★★★★★★★★★★★★★★★★★★★ The Company's Statement of Financial Condition as of December 31, 2021 is available for examination at the office of the Company and at the Regional Office of the Securities and Exchange Commission. ★ \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* {1}------------------------------------------------ | | UNITED STATES | | 0MB APPROVAL | | |-----------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|---------|-------------------------------------------------|--| | | SECURITIES AND EXCHANGE COMMISSION | | 0MB Number: 3235-0123
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12 | | | | ANNUAL REPORTS | | SEC FILE NUMBER | | | | FORM X-17A-5 | | 8-67832 | | | | PART Ill | | | | | | FACING PAGE | | | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING 01/01/2021 | | | ANDENDING 12/31/2021 | | | | MM/DD/VY | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | | | | NAME oF FIRM: Muzinich Capital LLC | | | | | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): . | | | | | | [!] Broker-dealer
□ Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | □ Major security-based swap participant | | | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | 450 Park Avenue | | | | | | | (No. and Street) | | | | | New York | NY | | 10022 | | | (City) | (State) | | (Zip Code) | | | | | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Michael Ludwig | 212-888-3413 | | M Ludwig@Muzinich.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | | | | Sanford Becker & Co., P.C. | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | 140 Broadway Suite 605 | New York | NY | 10018 | | | (Address) | (City) | (State) | (Zip Code) | | | | | | | | | | | | | | | | | | | | | | FOR OFFICIAL USE ONLY | | (PCAOB Reg;strntloo N,mbec, tt appU~ble) I | | 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. {2}------------------------------------------------ ### OATH OR AFFIRMATION | 12/31 | financial report pertaining to the firm of Muzinich Capital LLC | , as of
, 2 021 | |-----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------| | as that of a customer. | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely
Signature: | | Notary Public | DAVID LEVER
Notary Public, State of New York
No. 01LE6166345
Qualified in New York County
Commission Expires May 21, 2023 | Title:
FinOp | | This filing** contains (check all applicable boxes):
(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 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 240.18a-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. - [ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 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 worth under 17 CFR 240.15c3-1, 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. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (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. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ {s} Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant'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 statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 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 17 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 240.17a-5 or 17 CFR 240.18a-7, as applicable. - | as applicable. - □ (y) Report describing any material inadequacies 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 chis filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18c-7(d)(2), as applicable. {3}------------------------------------------------ ## **SANFORD BECKER & CO., P.C.** CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS ADVISORS 1430 BROi'.OWAY-SUITE 605 NEW YORK, N.Y. 10018 > TELEPHONE (212) 921 - 9000 FACSIMILE (212) **354-1822** #### **Report oflndependent Registered Public Accounting Firm** To the Members of Muzinich Capital LLC #### **Opinion on the Finandal Statements** **We** have audited the accompanying statement of financial condition of Muzinich Capital LLC, as of December 31, 2021 and the related notes ( collectively referred to as the "financial statement"). ln our opinion, the financial statement present fairly, in all material respects, the financial position of the Company, as of December 31, 202 l in conformity with the accompanying principles generaJly 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 plail and perform the audit to obtain reasonable assurance about whether the financial statements is free of material misstatements, whether due to error or fraud. Our audit included perfonning 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 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 auditors since 2021. New York, NY March 11, 2022 {4}------------------------------------------------ ## **MUZINICH CAPITAL LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2021** ### **ASSETS** | cash and cash equivalents
Prepaid expenses | \$71,790
16,084 | |-----------------------------------------------|--------------------| | Total Assets | \$87,875 | | LIABILITIES AND MEMBER'S EQUITY | | | Liabilities
Accrued expenses | \$17,510 | | Member's Equity | 70,365 | | Total Liabilities and
Member's Equity | \$87,875 | See accompanying auditors' report and notes to financial statements. {5}------------------------------------------------ ## **MUZINICH CAPITAL LLC NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2021** # **Note 1 - Summary of Significant Accounting Policies** Muzinich Capital LLC, (the "Company"), was organized September 2007 and became a registered broker-dealer on June 2, 2008. The Company is a member of the Financial Industry Regulatory Authority and is subject to regulation by the United States Securities and Exchange .Commission and the Financial Industry Regulatory Authority. The Company was formed to provide private placement services to its clients in connection with various financing transactions. As a limited liability company, members of the Company shall not be obligated personally for any debts, obligations or liabilities of the Company solely by reason of being a member. The Company shall continue in perpetuity unless the Company is dissolved and its affairs wound up upon the occurrence of certain events defined in the limited liability company operating agreement. ## **Revenue Recognition** The Company recognizes revenue upon the placement of private financing transactions for its clients when a contract with a customer exists, when a performance obligation has been identified and when the transaction price has been determined. For transactions with affiliated entities, no revenues are recognized since such revenue and associated expenses are charged directly to the affiliate. # **Use of Estimates** The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. {6}------------------------------------------------ ## **MUZINICB CAPITAL LLC NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2021** # **Note 1 - Summary of Significant Accounting Policies (Continued)** ## **Cash Equivalents** For purposes of the statement of cash flows, cash equivalents include highly liquid debt instruments purchased with original maturities of three months or less. ## **Income Taxes** Effective after the acquisition by the majority member, of the interest from the minority member, the Company became a single member limited liability company. Therefore, the Company is classified as a disregarded entity for income tax purposes. As such, there is no provision for Federal and State income taxes as the income or loss of the Company is included in the income tax return of the sole member. Management of the Company is not aware of any issues or circumstances that would unfavorably impact its tax status. Management has determined that the Company had no uncertain tax positions that would require financial statement recognition. The Company believes it is no longer subject to Federal, State or other taxing jurisdiction income tax examination for years prior to 2018: ## **Note 2 - Related Party Transactions** The Company has an administrative services agreement with an affiliate who is the sole member of the Company. The agreement provides that the affiliate shall pay for the following expenses: salaries and benefits, occupancy, office and marketing and allocate them to the Company. Monthly allocations amounted to \$1,250. Pursuant to the agreement, such allocation is treated as a capital contribution by the member. {7}------------------------------------------------ ## **MUZINICB CAPITAL LLC NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2021** ## **Note 2 - Related Party Transactions (Continued)** The Company shares office space with its sole member and rental charges are included in the administrative services agreement. Professional standards require all leases with a term greater than 12 months to be recognized on the balance sheet through a right of use assei and a lease liability and the disclosure of key information pertaining to lease agreements. Since the Company shares office space with its parent based on a cost share agreement and is not a signatory to the office space lease agreement, the standard has no significant effect on the financial statements. The sole member will provide the Company with sufficient working capital to meet operations and minimum net capital requirements. # **Note 3** - **Concentration of Credit Risk** The Company maintains cash balances at a financial institution. Accounts at the institution are insured by the Federal Deposit Insurance Corporation up to \$250,000. ## **Note 4 - Net Capital Requirements** The Company is subject to the net capital requirements of rule 15c3-1 of the Securities and Exchange Commission, which requires a broker-dealer to have at all times sufficient liquid assets to cover current indebtedness. In accordance with the rule, the Company is required to maintain minimum net capital of the \$5,000 or 1/15 of aggregate indebtedness. At December 31, 2021, the Company had net capital, as defined, of \$52,083 which exceeded the required minimum net capital by \$47,083. Aggregate indebtedness at December 31, 2021 totaled \$17,510 and the ratio of aggregate indebtedness to net capital was . 34 to 1. {8}------------------------------------------------ ## **MUZINICH CAPITAL LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2021** ## **Note 5 - New accounting Development** In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments related to ASC Topic 326 ("ASC 326"), requiring the immediate recognition of management's estimates of current expected credit losses. ASC 326 is effective for fiscal years beginning after December 15, 2019 and has been adopted by the Company for fiscal year ended December 31, 2020. The Company currently has no assets on its balance sheet that require measurement of credit losses. As such, the Company has determined that there is no material impact on the Company's financials resulting from the adoption of ASC 326. ## **Note 6 - Contingencies** In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the virus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the Unites States, including in each of the areas in which the Company operates. The Company has continued its operations throughout this pandemic and management expects business operations to continue as is for the foreseeable future. The extent to which the outbreak has impacted the Company's operations has not been significant and the Company expects this to remain the case. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.