# BAIN CAPITAL DISTRIBUTORS, LLC X-17A-5 (2019-02-28) — Broker-dealer annual report - Company: BAIN CAPITAL DISTRIBUTORS, LLC - Form: X-17A-5 - Filed: 2019-02-28 - Period: 2018-12-31 - Accession: 0001636515-19-000001 - CIK: 1636515 - File #: 8-69599 - Material weakness: No - Auditor: PricewaterhouseCoopers, LLP - Auditor location: Boston, MA - Contact: Dmitriy Rutitskiy - Phone: 2127514422 - Signed by: Michael McArdle (President) Original filing: https://www.sec.gov/Archives/edgar/data/1636515/000163651519000001/BainPublic2018.pdf --- {0}------------------------------------------------ # BAIN CAPITAL DISTRIBUTORS, LLC AUDITED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 {1}------------------------------------------------ ## BAIN CAPITAL DISTRIBUTORS, LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 ## **CONTENTS** | | PAGE | |------------------------------------------------------------|------| | Facing Page
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Oath or Affirmation | 1-2 | | Report
of Independent Registered Public Accounting Firm | 3 | | Statement of Financial Condition | 4 | | Notes to Statement
of Financial Condition | 5-8 | {2}------------------------------------------------ | UNITED STATES | | | | | |---------------|--|--|--|------------------------------------| | | | | | SECURITIES AND EXCHANGE COMMISSION | | | | | | Washington, D.C. 20549 | ### ANNUAL AUDITED REPORT FORM X-17A-5 PART III | OMB APPROVAL | | | | |--------------------------|-----------------|--|--| | OMB Number | | | | | Expires: August 31, 2020 | | | | | Estimated average burden | | | | | hours per response 12.00 | | | | | | SEC FILE NUMBER | | | | | 8 - 69599 | | | | | | | | #### FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder | REPORT FOR THE PERIOD BEGINNING | 01/01/2018 | AND ENDING | 12/31/2018 | |-----------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------|--------------|-----------------------------------------------| | | MM/DD/YYYY | | MMDD/YYYYY | | | A. REGISTRANT IDENTIFICATION | | | | NAME OF BROKER-DEALER: | | | | | BAIN CAPITAL DISTRIBUTORS, LLC | | | OFFICIAL USE ONLY | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM ID. NO. | | | | 200 Clarendon Street | | | | | (No. and Street) | | | | Boston | MA | | 02116 | | (City) | (State) | | (Zip Code) | | NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Mr. Michael McArdle | | | (617) 516-2000
(Area Code - Telephone Na.) | | | B. ACCOUNTANT IDENT FICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report® | | | | | | PricewaterhouseCoopers LLP | | | | | (Name - if individual, state last, first, middle name ) | | | | 101 Seaport BLVD, Suite 500 | Boston | MA | 02210 | | (Address) | (City) | (State) | (Zip Code) | | CITECK ONE:
E Certified Public Accountant
Public Accountant
Accountant not resident in United States or any of its possessions | | | | | | FOR OFFICIAL USE ONLY | | | \* Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See section 240.17a-5(e)(2). Potential persons who are to respond to the collection of information contained in this form are not required to respond SEC 1410 (06-02) {3}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, | Michael McArdle | , swenr (or affinn) that, to the | |--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------| | | best of my knowledge and belief the 11ccompW1ymg financial slJltement and supportmg schedules pcrtnmmg to the firm of
BAIN CAPITAL DISTRIBUTORS. LLC | , as of | | | December 31. 2018
, nee true and correct I further swenr (or affirm) !hot neither the company | | | | nor any partner, proprietor, principal o fficcr or director has any proprietary interest in any account classified solely ns that of | | | | a cuslomer, except as follows: | | | | None | | | | | | | | | | | | | | | | | | | | s
_anirc | v | | | | | | | President
Tille | | | | | | | | | | | | | | | | | | | | | | | | This report contains (check all applicable boxes) | | | | ~ (11) Focing page. | | | GI | (b) Statement ofFinancial Condition. | | | D | (c) Statement oflncomc (Loss). | | | 0 | (d) Statement of Changes in Financial Condition. | | | D | (e) SUltement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital | | | D | (f) Statement of Changes in Liabilities Subordinntcd to Clnims of Creditors. | | | D | (g) Computnllon of Net Cnp1tal. | | | D | | | | | (h) Computntion for Determination of Reserve Requirements Pursuant to Ruic 1Sc3-3 | | | D
0 | (1) lnforrnauon Relating to the Possession or control Requirements Under Ruic 1Sc3-3. | | | | (j) A Reconciliation; including appropriate explanation, of the Computation of Net Capitnl Under Ruic 1Sc3-1 and the | | | | Computation for Detcrminntion of the Reserve Requirements Under Exhibit A of Rule 1Sc3-3. | | | 0 | (k) A Rcconc1hation between the audited and unnuditcd Statements of Financial Condition with respect to methods of con | | | | solidation, | | | Iii | (I) An Oath or Affirmation. | | | D | (m) A copy of the SIPC Supplemental Report. | | | 0 | (n) A report describing 1111y mnterial inadequacies found to exist or found to have existed since the date of the previous audit, | | | D | (o) Exemption report | | *••For co11ditio11s of co11fide111ial treatment of certai11 portio11s of t/Ji.s fili11g, see sectio11 240.17a-5(e)(3).* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** To the Management and Member of Bain Capital Distributors, LLC #### *Opinion on the Financial Statement – Statement of Financial Condition* We have audited the accompanying statement of financial condition of Bain Capital Distributors, LLC (the "Company") as of December 31, 2018, including 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 the Company as of December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. #### *Basis for Opinion* The 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 of this financial statement 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 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. February 27, 2019 We have served as the Company's auditor since 2016. {5}------------------------------------------------ #### %\$,1&\$3,7\$/',675,%87256//& 67\$7(0(172)),1\$1&,\$/&21',7,21 '(&(0%(5 #### \$66(76 | &DVKDQGFDVKHTXLYDOHQWV
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| | 727\$//,\$%,/,7,(6\$1'0(0%(5¶6(48,7< | | )LOHGSXUVXDQWWRVXESDUDJUDSKHRI5XOHDRIWKH6HFXULWLHVDQG([FKDQJH&RPPLVVLRQ 7KHDFFRPSDQ\LQJQRWHVDUHDQLQWHJUDOSDUWRIWKLVVWDWHPHQWRIILQDQFLDOFRQGLWLRQ {6}------------------------------------------------ ## BAIN CAPITAL DISTRIBUTORS, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 #### NOTE 1 ORGANIZATION AND NATURE OF BUSINESS Bain Capital Distributors, LLC (the "Company") was incorporated in Delaware on February 3, 2015, commenced operations on August 9, 2016, and is a wholly-owned subsidiary of BCFD, LLC (the "Parent"). Bain Capital Holdings, LP is the ultimate parent of BCFD, LLC. The Company operates as a brokerdealer pursuant to the Securities Exchange Act of 1934 and applicable state securities statutes. The Company is a member of Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation. The Company has a limited scope of business acting primarily as a limited purpose broker-dealer to offer interests in private funds sponsored and advised by affiliated investment advisers. #### NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Basis of presentation The Company maintains its books and records on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). Any references to particular accounting topics in US GAAP in the accompanying financial statements are referring to the corresponding accounting topics in the Financial Accounting Standards Board Accounting Standards Codification ("ASC"), which may include guidance that is specifically applicable to nonpublic entities. #### Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates included in the financial statements. #### Income taxes The Company is not subject to federal and state income taxes. The members report their distributive share of realized income or loss on their own tax returns, if any. {7}------------------------------------------------ ## BAIN CAPITAL DISTRIBUTORS, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 (continued) #### Fair value measurement The carrying amounts of the following financial assets and financial liabilities approximate their fair values: receivable from affiliates, accounts payable and other liabilities, due to their short term nature. ### NOTE 3 CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash held with banks and are stated at amortized cost, which approximates fair value. ### NOTE 4 RELATED PARTY TRANSACTIONS The Company is economically dependent on its Parent. The Parent provides services to the Company and charges the Company for its share of expenses on a monthly basis as well as for invoices that are 100% attributable to the Company. Under the Services Agreement, the Company provided services to its Parent primarily by introducing U.S. prospects and clients to the Parent's investment management capabilities by offering interests in the private funds sponsored and advised by affiliated investment advisors. In consideration of such services, the Parent paid the Company a services agreement fee in an amount equal to one hundred percent (100%) of all costs incurred by the Company. The right of offset existed between the Company and the Parent and effectively allowed for the offsetting of receivables and payables between the Company and the Parent. Therefore, only a net receivable related to the activity under this agreement is recorded on the statement of financial condition. The related receivable from the Parent at December 31, 2018 was \$176,529. #### NOTE 5 NET CAPITAL REQUIREMENT The Company is exempt from the provisions of Rule15c3-3 under paragraph (k)(2)(i). The Company is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital, as defined. The Company computes its net capital under the alternative method permitted by the net capital rule, which requires that minimum net capital shall not be less than the greater of \$250,000 or 2% of aggregate debit items arising from customer transactions. At December 31, 2018, the Company has net capital of \$724,662, which was \$474,662 in excess of its required net capital of \$250,000. {8}------------------------------------------------ ## BAIN CAPITAL DISTRIBUTORS, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 (continued) #### NOTE 6 CONCENTRATION OF CREDIT RISK The Company maintains its cash balances in a single financial institution which, at times, exceeds federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents. At December 31, 2018, this credit risk amounts to approximately \$608,932. #### NOTE 7 GUARANTEES FASB ASC 460, *Guarantees,* requires the Company to disclose information about its obligations under certain guarantee arrangements. FASB ASC 460 defines guarantees as contracts and indemnification agreements that contingently require a guarantor to make payments to the guaranteed party based on changes in an underlying value (such as an interest or foreign exchange rate, security or commodity price, an index or the occurrence or nonoccurrence of a specified event) related to an asset, liability, or equity security of a guaranteed party. This guidance also defines guarantees as contracts that contingently require the guarantor to make payments to the guaranteed party based on another entity's failure to perform under an agreement, as well as indirect guarantees of the indebtedness of others. The Company has issued no guarantees effective at December 31, 2018 or during the year then ended. #### NOTE 8 MEMBER'S EQUITY Member's equity consists of an initial capital contribution to the Company of \$2,000,000 from its Parent, contributed prior to the commencement of operations. In 2018, the Company made a \$1,000,000 distribution to its Parent. Member's equity at December 31, 2018 totaled \$1,000,000. #### NOTE 9 CONTINGENCIES In the ordinary course of business, the Company is subject to regulatory examinations, information gathering requests, inquiries, and investigations. As a registered broker/dealer, the Company is subject to regulation by the SEC, FINRA, and state securities regulators. In connection with formal and informal inquiries by those agencies, the Company may receive requests from such regulators. To date, there are no significant financial contingencies resulting from any regulatory reviews or inquiries. {9}------------------------------------------------ ## BAIN CAPITAL DISTRIBUTORS, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2018 (continued) ## NOTE 10 SUBSEQUENT EVENTS The Company has performed an evaluation of events that have occurred subsequent to December 31, 2018 and through February 27, 2019 (the date this report was available to be issued). There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2018. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.