# GAM SERVICES INC. X-17A-5 (2023-04-13) — Broker-dealer annual report - Company: GAM SERVICES INC. - Form: X-17A-5 - Filed: 2023-04-13 - Period: 2022-12-31 - Accession: 0000858100-23-000003 - CIK: 858100 - File #: 8-42036 - Type: Broker-dealer - Material weakness: No - Auditor: MARCUM LLP - Auditor location: NEW YORK, NY - Contact: Lourdes Tinio - Phone: 2124074635 - Email: peter.mostarac@gam.com - Website: gam.com - Signed by: Petar Mostarac (Director) Original filing: https://www.sec.gov/Archives/edgar/data/858100/000085810023000003/GAMServicesIncFSSI2022.pdf --- {0}------------------------------------------------ Financial Statements and Supplemental Information December 31, 2022 (With Report of Independent Registered Public Accounting Firm) {1}------------------------------------------------ | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|------------|--|--|--| | FILING FOR THE PERIOD BEGINNING 01/01/2022 AND ENDING 12/31/2022 | | | MM/DD/YY | | | | | | MM/DD/YY | | | | | | | A. REGISTRANT IDENTIFICATION | | | | | | | | NAME OF FIRM: GAM Services, Inc. | | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
[ Security-based swap dealer Major security-based swap participant
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 600 Fifth Ave, Suite #200 | | | | | | | | (No. and Street) | | | | | | | | New York | NY | | 10020 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Petar Mostarac | 212-407-4754
peter.mostarac@gam.com | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Marcum LLP | | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 730 Third Avenue | New York | NY | 10017 | | | | | Address) | (City) | (State) | (Zip Code) | | | | | 10/16/2003 | 688 | | | | | | | Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | | | | FOR OFFICIAL USE ONLY | | | | | | {2}------------------------------------------------ ![](_page_2_Figure_5.jpeg) | Signature: | | |------------|--| | Title: | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ # Financial Statements and Supplemental Information December 31, 2022 #### **Table of Contents** | Page | | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----| | Report of Independent Registered Public Accounting Firm | | | Financial Statements: | | | Statement of Financial Condition | 1 | | Statement of Operations | 2 | | Statement of Changes in Stockholder's Equity | 3 | | Statement of Cash Flows | 4 | | Notes to
Financial Statements
5 | –7 | | Supplemental Information | | | Computation of Net Capital Pursuant to SEC Rule
15c3-1 (Schedule I) | 8 | | Computation
for Determination
of Reserve Requirements and Information Relating
to
Possession or
Control Requirements Under SEC Rule 15c3-3
(Schedule II) | 9 | | Additional Required Information | | | Report of Independent Registered Public Accounting Firm Regarding
SEC Rule 15c3-3 Exemption | 10 | | Exemption Report | 11 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholder of **GAM Services Inc.** # **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of GAM Services Inc. (the "Company") as of December 31, 2022, the related statements of operations, changes in stockholder's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. # **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are 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 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. {5}------------------------------------------------ # **Substantial Doubt About the Company's ability to Continue as a Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has stated that substantial doubt exists about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. # **Supplemental Information** The information presented in Schedules I and II (the "supplemental information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental information is the responsibility of the Company'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. §240.17a-5. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole. We have served as the Company's auditor since 2018. Deerfield, IL April 13, 2023 {6}------------------------------------------------ Statement of Financial Condition ### December 31, 2022 #### Amounts and share rounded to hundreds, except per share amounts #### **Assets** | Cash
Other assets | \$
423,500
28,300 | |-------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------| | Total assets | \$
451,800 | | Liabilities and Stockholder's Equity | | | Liabilities:
Accrued expenses
Due to Parent-net | \$
33,200
146,500 | | Total liabilities | 179,700 | | Stockholder's equity:
Common stock, par value \$1 per share; authorized 3,000 shares; issued and
outstanding 100 shares
Additional paid-in capital | 100
309,600 | | Accumulated deficit | (37,600) | | Total stockholder's equity | 272,100 | | Total liabilities and stockholder's equity | \$
451,800 | | | | See accompanying notes to financial statements. {7}------------------------------------------------ #### Statement of Operations #### Year ended December 31, 2022 #### Amounts and share rounded to hundreds, except per share amounts | Revenues: | | |--------------------------------|-----------------| | Distribution fees from Parent | \$
446,300 | | Expenses: | | | Administrative expenses | 426,200 | | Professional fees | 115,800 | | Other expenses | 86,800 | | Total expenses | 628,800 | | Loss before income tax benefit | (182,500) | | Income tax benefit | (59,100) | | Net loss | \$
(123,400) | | | | See accompanying notes to financial statements. {8}------------------------------------------------ #### Statement of Changes in Stockholder's Equity #### Year ended December 31, 2022 #### Amounts and share rounded to hundreds, except per share amounts | | Common stock | | | Additional | | Retained earnings | | Total
stockholder's | |------------------------------|--------------|----|--------|-----------------|----|-----------------------|----|------------------------| | | Shares | | Amount | paid-in capital | | (Accumulated deficit) | | equity | | Balance at beginning of year | 100 | \$ | 100 | \$
309,600 | \$ | 85,800 | \$ | 395,500 | | Net loss | | | | | | (123,400) | | (123,400) | | Balance at end of year | 100 | \$ | 100 | \$
309,600 | \$ | (37,600) | \$ | 272,100 | See accompanying notes to financial statements. {9}------------------------------------------------ #### Statement of Cash Flows #### Year ended December 31, 2022 #### Amounts and share rounded to hundreds, except per share amounts | Cash flows from operating activities: | | |-------------------------------------------------|-----------------| | Net loss | \$
(123,400) | | Changes in operating in assets and liabilities: | | | Decrease in due from Parent-net | 90,600 | | Decrease in other assets | 3,100 | | Decrease in accrued expenses | (14,400) | | Increase in due to Parent-net | 146,500 | | Net increase in cash | 102,400 | | Cash | | | Beginning of year | 321,100 | | End of year | \$
423,500 | {10}------------------------------------------------ #### Notes to Financial Statements December 31, 2022 ### **(1) Organization** GAM Services Inc. (the Company), a Delaware corporation, was organized on October 3, 1989. The Company is engaged in the private placement of unaffiliated unregistered funds (the Funds) and generates revenue by providing sales and marketing support to GAM USA Inc. (the Parent), pursuant to a service agreement, through management fees earned by the Parent with respect to the Funds. The Company is a registered limited purpose broker-dealer with the Securities and Exchange Commission (the SEC) and a member of the Financial Industry Regulatory Authority Inc. The Company is a wholly owned subsidiary of GAM USA Inc. which is owned by GAM (Switzerland) Holding AG. The Company's ultimate parent is GAM Holding AG, a Swiss holding company. ## **(2) Significant Accounting Policies** #### *(a) Basis of Presentation* The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which may require the use of management estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. ### *(b) Going concern* The directors have undertaken an assessment, for a period of at least 12 months from the date financial statements were issued, to determine whether there are any material uncertainties arising that could cast significant doubt on the ability of the Company to continue as a going concern. The ultimate parent of all GAM Entities, GAM Holding AG ("The Group"), has experienced financial losses resulting in a strategic review of the Group and its subsidiaries which led to a delay of reporting its annual results to the SIX Swiss Exchange. As discussed in Note 2 (c), the Company generates revenue primarily on behalf of the Parent. In January 2023, The Group, provided an update to the financial markets that The Group expects to report its annual results on April 25,2023 together with an update on the ongoing strategic review of The Group. The Group also reported, subject to audit, an expected net loss after tax for the full year 2022. The directors note that due to the timing and uncertainties of outcome of The Group's strategic review falling after the Company's financial statements were issued there is material uncertainty regarding The Group's ability to continue to support the activities of the Company which casts significant doubt on the ability of the Company to continue as a going concern and, therefore, that the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments as a result of this uncertainty. {11}------------------------------------------------ #### Notes to Financial Statements December 31, 2022 #### *(c) Revenue Recognition* The Company generates revenue by providing sales and marketing service on behalf of the Parent, pursuant to a service agreement, through management fees earned by the Parent with respect to the Funds. The distribution fees are generally based on a fixed rate, as a percentage, to the net asset value placed with respect to the Funds and are received monthly. As the distribution fees are based on factors outside of the Company's control, including market movements and client behavior, such revenue is recognized when it is probable that a significant reversal will not occur. Pursuant to the service agreement, the distribution fees are 50% of the net management fees earned by the Parent. Such management fees are computed based on .45% of the net asset value placed with respect to the Funds. #### *(d) Income Taxes* The Company is included in the consolidated federal and combined state and local tax returns of the Parent. The Company computes its federal, state, and local income taxes on a separate entity basis and is subject to the utilization of tax attributes in the Parent's consolidated income tax provision. Current and deferred tax liabilities and assets are settled with the Parent on a current basis. #### **(3) Income Taxes** Pursuant to a tax sharing arrangement with the Parent, which allows for current treatment of all temporary differences, the Company treats such differences as current. The components of the income tax benefit for the year ended December 31, 2022 are: | Federal | \$
32,800 | |-----------------|--------------| | State and local | 26,300 | | Total | \$
59,100 | The effective tax rate of 32% differs from the statutory federal rate of 21% due to state and local income taxes. As of December 31, 2022, the Company had no uncertain tax positions that are required be recognized or disclosed in the statement of financial condition. The following are the major tax jurisdictions for the Company and the earliest tax year subject to examination: Federal, New York state and city – 2019. ## **(4) Net Capital Requirement** The Company is subject to the SEC's Uniform Net Capital Rule 15c3-1 (the Rule), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both {12}------------------------------------------------ #### Notes to Financial Statements December 31, 2022 as defined, shall not exceed 15 to 1. The Rule also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. The Company computes its net capital under the aggregate indebtedness standard permitted by the Rule. The Company's minimum net capital requirement is the greater of 6-2/3% of the aggregate indebtedness, as defined, or \$25,000. In addition, certain advances, payments of dividends and other equity withdrawals are subject to certain provisions of the Rule. At December 31, 2022, the Company was in compliance with this requirement and had net capital, as defined, of \$243,800 exceeding the requirements by \$218,800. The Company's aggregate indebtedness to net capital ratio was 0.74 to 1 at December 31, 2022. ### **(5) Concentration of Credit Risk** The Company maintains a checking account in a financial institution. The account is insured by the Federal Deposit Insurance Company ("FDIC"). At times, cash may be uninsured or in deposit accounts that exceed the FDIC insurance limit of \$250,000. At December 31, 2022, the Company had \$173,500 in excess of the FDIC insured limit. The Company has not experienced any losses in the account. The Company believes it is not exposed to any significant risk on cash. Management periodically assesses the financial condition of the bank and believes that any potential credit loss is minimal. #### **(6) Related Party Transactions** The Company shares certain administrative expenses with its Parent. These administrative expenses are allocated to the Company pursuant to an expense sharing agreement between the parties. The amount incurred by the Company pursuant to this agreement amounted to \$426,200 for the year ended December 31, 2022. The Company earned \$446,300 for acting as the selling and private placement agent for the Funds pursuant to a service agreement between the Company and the Parent. Included in due to Parent-net balance of \$146,500 at December 31, 2022 is a receivable of \$77,200 related to these services and payables totaling \$223,700 representing amounts pursuant to the expense sharing and tax sharing agreements. {13}------------------------------------------------ **SUPPLEMENTAL INFORMATION** {14}------------------------------------------------ ## **Schedule I** ## **GAM SERVICES INC.** ### Computation of Net Capital Pursuant to SEC Rule 15c3-1 #### December 31, 2022 #### Amounts and share rounded to hundreds, except per share amounts | Computation of net capital pursuant to SEC Rule 15c3-1:
Total stockholder's equity from statement of financial condition
Deduct non allowable assets | \$
272,100
(28,300) | |------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------| | Net capital | \$
243,800 | | Aggregate indebtedness:
Total liabilities per statement of financial condition | \$
179,700 | | Computation of basic net capital requirement:
Minimum net capital (6-2/3% of aggregate indebtedness)
Minimum dollar net capital requirement | 12,000
25,000 | | Net capital requirement (greater of the above) | 25,000 | | Excess net capital | \$
218,800 | | Ratio of aggregate indebtedness to net capital | 0.74 to 1 | | | | No reconciliation is required between the above computation and the computation included in the Company's corresponding unaudited Form X-17A-5 Part IIA FOCUS filing as of December 31, 2022. See report of independent registered public accounting firm. {15}------------------------------------------------ Schedule II - Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Under SEC Rule 15c3-3 As of December 31, 2022 The Company is exempt from the provisions of Rule 15c3-3 as the Company's activities are limited to those set forth in circumstances described in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5. See report of independent registered public accounting firm. {16}------------------------------------------------ **ADDITIONAL REQUIRED INFORMATION** {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** # To the Board of Directors and Stockholder of **GAM Services Inc.** We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) GAM Services Inc. (the "Company") did 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. §240.17a-5 because the Company limits its business activities exclusively to (1) Selling funds/strategies to qualified investors/professional intermediaries; and/or (2) Placing funds with professional intermediaries. 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. GAM Services Inc.'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 GAM Services Inc.'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 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5, and related SEC Staff Frequently Asked Questions. Deerfield, IL April 13, 2023 {18}------------------------------------------------ ## **GAM Services, Inc.** #### **Exemption Report** GAM Services, Inc. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and - 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: (1) Selling our funds/strategies to TXDOLILHG investorsSURIHVVLRQDO LQWHUPHGLDULHV; and/or (2) Place our funds with professional intermediaries, and the Company (1) 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); (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. I, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Petar Mostarac Petar Mostarac Date GAM Services, Inc. Pt M t D t 3/9/2023 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.