Fifth Street Asset Management (FSAM) Inactive
Filed: 16 May 17, 12:00am
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING | ||
SEC FILE NUMBER 001-36701 | ||
CUSIP NUMBER 31679P109 |
| (Check one): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR |
| ¨ Form N-CSR |
| For Period Ended: March 31, 2017 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| ¨ Transition Report on Form N-SAR | ||
| For the Transition Period Ended: ________________________ | ||
Read Instruction Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
PART I — REGISTRANT INFORMATION |
Fifth Street Asset Management Inc. |
| Full Name of Registrant |
None |
| Former Name if Applicable |
777 West Putnam Avenue, 3rd Floor |
| Address of Principal Executive Office (Street and Number) |
Greenwich, CT 06830 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Fifth Street Asset Management Inc. (the “Company”) was unable to file its Annual Report on Form 10-Q for the period ended March 31, 2017 (the “Form 10-Q”) by the prescribed filing deadline of 5:30 pm EST on May 15, 2017 without unreasonable effort and expense. The delay in filing the Form 10-Q resulted from delays in compiling certain necessary information to ensure appropriate disclosure regarding a limited guaranty and contribution agreement between Fifth Street Holdings L.P. and Mr. Leonard Tannenbaum in the Form 10-Q and to prepare a complete filing of the Form 10-Q prior to the 5:30 pm EST filing deadline.
The Company completed these procedures and filed the Form 10-Q on May 16, 2017.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Alexander C. Frank | (203) | 681-3600 |
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). |
xYes ¨ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
x Yes ¨ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Total revenues for the quarter ended March 31, 2017 were $15.6 million, representing a $3.4 million, or 17.9%, decrease from $19.0 million for the quarter ended March 31, 2016. The decrease in revenues was primarily due to lower levels of fee-earning assets and pre-incentive fee net investment income at Fifth Street Finance Corp.
Total expenses for the quarter ended March 31, 2017 were $12.0 million, and include amounts reimbursed by our funds of $2.1 million and IPO-related compensation charges of $0.5 million. After adjusting for these items, net expenses were $9.4 million for the quarter ended March 31, 2017, which included litigation and other non-recurring legal costs of $1.8 million and severance and other one-time compensation costs of $0.8 million. Total expenses for the quarter ended March 31, 2016 were $16.5 million, and include amounts reimbursed by our funds of $1.9 million, IPO-related compensation charges of $1.6 million, and operating expenses attributable to MMKT of $0.6 million. After adjusting for these items, net expenses were $12.4 million for the quarter ended March 31, 2016, which included litigation-related costs of $3.2 million.
Net expenses for the quarter ended March 31, 2017 were $9.4 million, representing a decrease of $3.0 million from $12.4 million for the quarter ended March 31, 2016. This decrease was primarily due to reduced headcount and a lower level of litigation-related costs in the current period. Excluding the non-recurring litigation and compensation costs, net expenses decreased by $2.3 million as compared to the quarter ended March 31, 2016, primarily driven by lower employee-related expenses in the current period.
GAAP net income (loss) attributable to the Company for the quarters ended March 31, 2017 and March 31, 2016 was $1.6 million or $0.10 per share, and $(1.2) million, or $(0.21) per share, respectively. |
Forward-Looking Statements
This Form 12b-25 contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including statements related to the class-action lawsuits filed against the Company. These forward-looking statements are based upon the Company’s current expectations. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.
Fifth Street Asset Management Inc.
(Name of Registrant as Specified in Charter)
Fifth Street Asset Management Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 16, 2017 | By: | /s/ Alexander C. Frank |
| Alexander C. Frank | ||
| Chief Operating Officer and Chief Financial Officer |