Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Fifth Street Asset Management Inc. | |
Entity Central Index Key | 1,611,988 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (shares) | 15,576,620 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (shares) | 34,285,484 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash | $ 865,752 | $ 6,727,085 |
Insurance recovery receivable | 0 | 9,250,000 |
Prepaid expenses (includes $620,794 related to income taxes as of March 31, 2017 and December 31, 2016) | 2,275,311 | 2,073,393 |
Investments in equity method investees | 67,574,280 | 66,176,884 |
Due from affiliates | 2,556,202 | 3,405,921 |
Fixed assets, net | 5,151,743 | 5,344,332 |
Deferred tax assets | 71,703,827 | 42,415,143 |
Deferred financing costs | 1,300,271 | 1,426,103 |
Other assets | 3,365,910 | 3,355,072 |
Total assets | 191,195,632 | 178,798,861 |
Liabilities | ||
Accounts payable and accrued expenses | 5,253,690 | 5,260,511 |
Accrued compensation and benefits | 5,225,343 | 12,516,497 |
Income taxes payable | 223,694 | 223,694 |
Loans payable | 14,972,565 | 14,972,565 |
Legal settlement payable | 0 | 9,250,000 |
Credit facility payable | 100,000,000 | 102,000,000 |
Dividends payable | 3,022,611 | 1,961,863 |
Deferred rent liability | 2,054,038 | 2,079,354 |
Total liabilities | 192,876,108 | 184,285,151 |
Commitments and contingencies | ||
Equity (deficit) | ||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016 | 0 | 0 |
Additional paid-in capital | 5,348,702 | 6,354,291 |
Accumulated deficit | (130,932) | (1,726,061) |
Total stockholders' equity, Fifth Street Asset Management Inc. | 5,716,391 | 5,122,823 |
Non-controlling interests | (7,396,867) | (10,609,113) |
Total deficit | (1,680,476) | (5,486,290) |
Total liabilities and equity (deficit) | 191,195,632 | 178,798,861 |
Class A Common Stock | ||
Equity (deficit) | ||
Common stock | 155,766 | 66,024 |
Class B Common Stock | ||
Equity (deficit) | ||
Common stock | 342,855 | 428,569 |
Affiliates | ||
Liabilities | ||
Due to related party | 32,241 | 30,412 |
Recipients of Tax Receivable Agreements | ||
Liabilities | ||
Due to related party | 62,091,926 | 35,990,255 |
Beneficial Interest in CLO | ||
Assets | ||
Beneficial interests in CLOs at fair value: (cost March 31, 2017: $24,049,823; cost December 31, 2016: $24,138,496) | 23,260,659 | 23,155,062 |
Management Fees Receivable | ||
Assets | ||
Management fees receivable | 13,107,090 | 15,346,566 |
Performance Fees Receivable | ||
Assets | ||
Management fees receivable | $ 34,587 | $ 123,300 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Prepaid expenses relating to income taxes | $ 418,300 | $ 620,794 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock authorized (shares) | 500,000,000 | 500,000,000 |
Common stock issued (shares) | 15,576,620 | 6,602,374 |
Common shares outstanding (shares) | 15,576,620 | 6,602,374 |
Class B Common Stock | ||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock authorized (shares) | 50,000,000 | 50,000,000 |
Common stock issued (shares) | 34,285,484 | 42,856,854 |
Common shares outstanding (shares) | 34,285,484 | 42,856,854 |
Beneficial Interest in CLO | ||
Available-for-sale securities, cost | $ 24,049,823 | $ 24,138,496 |
Management Fees Receivable | ||
Part I fees | $ 3,213,667 | $ 4,837,944 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Management fees (includes Part I Fees of $3,455,605 and $4,938,068 for the three months ended March 31, 2017 and 2016, respectively) | $ 13,540,646 | $ 17,087,545 |
Performance fees | 34,587 | 25,764 |
Other fees | 2,063,277 | 1,934,422 |
Total revenues | 15,638,510 | 19,047,731 |
Expenses | ||
Compensation and benefits | 6,523,085 | 8,768,625 |
General, administrative and other expenses | 5,115,418 | 7,301,492 |
Depreciation and amortization | 315,867 | 417,722 |
Total expenses | 11,954,370 | 16,487,839 |
Other income (expense) | ||
Interest income | 329,852 | 339,602 |
Interest expense | (1,323,693) | (1,114,999) |
Income from equity method investments | 2,958,759 | 868,109 |
Unrealized gain on MMKT Notes | 0 | 2,582,405 |
Unrealized gain (loss) on beneficial interests in CLOs | 194,270 | (848,264) |
Adjustment of TRA liability due to tax rate change | (92,348) | 0 |
Insurance recoveries | 4,332,024 | 0 |
Unrealized loss on derivatives | 0 | (4,676,019) |
Loss on investor settlement | 0 | (10,419,274) |
Other income (expense), net | 0 | (569,960) |
Total other income (expense), net | 6,398,864 | (13,838,400) |
Income (loss) before provision (benefit) for income taxes | 10,083,004 | (11,278,508) |
Provision (benefit) for income taxes | 1,310,519 | (262,773) |
Net income (loss) | 8,772,485 | (11,015,735) |
Net (income) loss attributable to non-controlling interests | (7,177,356) | 9,783,790 |
Net income (loss) attributable to Fifth Street Asset Management Inc. | $ 1,595,129 | $ (1,231,945) |
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Basic (USD per share) | $ (0.21) | |
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Diluted (USD per share) | (0.23) | |
Class A Common Stock | ||
Other income (expense) | ||
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Basic (USD per share) | $ 0.10 | (0.21) |
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Diluted (USD per share) | $ 0.10 | $ (0.23) |
Weighted average shares of Class A common stock outstanding - Basic (shares) | 15,224,235 | 5,798,614 |
Weighted average shares of Class A common stock outstanding - Diluted (shares) | 15,270,787 | 5,798,614 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Part I fees | $ 3,455,605 | $ 4,938,068 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Non-Controlling Interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect of ASU 2016-09 adoption | $ (178,977) | $ 145,127 | $ (164,081) | $ 0 | $ (160,023) | ||
Beginning balance (in shares) at Dec. 31, 2015 | 5,822,672 | 42,856,854 | |||||
Beginning balance at Dec. 31, 2015 | (2,455,290) | $ 58,227 | $ 428,569 | 2,661,253 | (30,904) | (180,064) | (5,392,371) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accrued dividends per Class A common share | (579,861) | (579,861) | |||||
Accrued dividends on restricted stock units | (134,104) | (15,615) | (118,489) | ||||
Deemed capital contribution (see Note 1) | 5,810,794 | 676,616 | 5,134,178 | ||||
Amortization of equity-based compensation | 1,659,318 | 163,324 | 1,495,994 | ||||
Net income (loss) attributable to Fifth Street Asset Management Inc. | (1,231,945) | (1,231,945) | |||||
Net income | (11,015,735) | (9,783,790) | |||||
Ending balance (in shares) at Mar. 31, 2016 | 5,822,672 | 42,856,854 | |||||
Ending balance at Mar. 31, 2016 | (6,893,855) | $ 58,227 | $ 428,569 | 3,050,844 | (1,426,930) | (180,064) | (8,824,501) |
Beginning balance (in shares) at Dec. 31, 2015 | 5,822,672 | 42,856,854 | |||||
Beginning balance at Dec. 31, 2015 | (2,455,290) | $ 58,227 | $ 428,569 | 2,661,253 | (30,904) | $ (180,064) | (5,392,371) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accrued dividends per Class A common share | (600,000) | ||||||
Ending balance (in shares) at Dec. 31, 2016 | 6,602,374 | 42,856,854 | |||||
Ending balance at Dec. 31, 2016 | (5,486,290) | $ 66,024 | $ 428,569 | 6,354,291 | (1,726,061) | (10,609,113) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accrued dividends per Class A common share | (1,947,078) | (1,947,078) | 0 | ||||
Accrued dividends on restricted stock units | (188,186) | (56,456) | (131,730) | ||||
Issuance of shares in connection with previously vested of RSUs (in shares) | 201,796 | ||||||
Issuance of shares in connection with previously vested RSUs | 0 | $ 2,018 | (2,018) | 0 | |||
Issuance of Class A common stock and cancellation of Class B common stock in connection with exchange of Holdings LP Interests (in shares) | 8,772,450 | 8,571,370 | |||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with exchange of Holdings LP Interests | 0 | $ 87,724 | $ (85,714) | (2,010) | 0 | ||
Distributions to Holdings Limited Partners | (8,511,090) | (8,511,090) | |||||
Reallocation of equity for changes in ownership interest | 0 | (3,891,719) | 3,891,719 | ||||
Amortization of equity-based compensation | 1,089,803 | 303,812 | 785,991 | ||||
Net income (loss) attributable to Fifth Street Asset Management Inc. | 1,595,129 | ||||||
Net tax benefit in connection with TRA | 4,589,880 | 4,589,880 | |||||
Net income | 8,772,485 | 1,595,129 | 7,177,356 | ||||
Ending balance (in shares) at Mar. 31, 2017 | 15,576,620 | 34,285,484 | |||||
Ending balance at Mar. 31, 2017 | $ (1,680,476) | $ 155,766 | $ 342,855 | $ 5,348,702 | $ (130,932) | $ (7,396,867) |
Consolidated Statement of Chan7
Consolidated Statement of Changes in Equity (Parenthetical) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | |||||
Dividend declared (USD per share) | $ 0.125 | $ 0.10 | $ 0.125 | $ 0.1 | $ 0.1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ 8,772,485 | $ (11,015,735) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 245,094 | 346,949 |
Amortization of fractional interests in aircrafts | 70,773 | 70,773 |
Amortization of deferred financing costs | 125,832 | 122,707 |
Amortization of equity-based compensation | 1,089,803 | 1,661,357 |
Write-off of MMKT capitalized software costs | 0 | 624,512 |
Unrealized (gain) loss on beneficial interests in CLOs | (194,270) | 848,264 |
Distributions of earnings from equity method investments | 508,730 | 600,549 |
Interest income accreted on beneficial interest in CLOs | (329,843) | (339,594) |
Deferred taxes | 1,310,519 | (243,757) |
Deferred rent | (25,316) | (47,060) |
Unrealized gain on MMKT Notes | 0 | (2,582,405) |
Loss on investor settlement | 0 | 10,419,274 |
Unrealized loss on derivatives | 0 | 4,676,019 |
Adjustment of TRA liability due to tax rate change | 92,348 | 0 |
Income from equity method investments | (2,958,759) | (868,661) |
Changes in operating assets and liabilities: | ||
Insurance recovery receivable | 9,250,000 | 0 |
Prepaid expenses | (201,919) | (1,201,837) |
Due from affiliates | 849,719 | 1,267,727 |
Other assets | (81,611) | 15,695 |
Accounts payable and accrued expenses | (6,821) | 109,590 |
Accrued compensation and benefits | (7,291,154) | (7,400,660) |
Legal settlement payable | (9,250,000) | 0 |
Net cash provided by (used in) operating activities | 4,182,328 | (15,214,199) |
Cash flows from investing activities | ||
Purchases of fixed assets | (52,505) | (13,980) |
Purchases of equity method investments | 0 | (26,925,757) |
Redemptions of equity method investments | 0 | 6,000,000 |
Distributions from equity method investments | 1,175,933 | 180,998 |
Net cash provided by (used in) investing activities | 1,541,944 | (20,571,837) |
Cash flows from financing activities | ||
Proceeds from borrowings under credit facility | 0 | 25,000,000 |
Repayments under credit facility | (2,000,000) | 0 |
Net cash provided by (used in) financing activities | (11,585,605) | 24,010,146 |
Net decrease in cash | (5,861,333) | (11,775,890) |
Cash, beginning of period | 6,727,085 | 17,185,204 |
Cash, end of period | 865,752 | 5,409,314 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 1,221,559 | 678,575 |
Cash paid during the period for income taxes | 0 | 250 |
Non-cash investing activities: | ||
Non-cash contribution to FSOF | (123,300) | 0 |
Non-cash distribution from FSOF | 123,300 | 0 |
Non-cash financing activities: | ||
Accrued dividends | 2,135,263 | 0 |
Deemed capital contribution | 0 | 5,810,794 |
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | 30,599,203 | 0 |
Increase in amounts payable to related parties pursuant to tax receivable agreement | 26,009,323 | 0 |
Affiliates | ||
Changes in operating assets and liabilities: | ||
Due to related parties | 1,829 | 0 |
Members | ||
Cash flows from financing activities | ||
Distributions to members | (8,511,090) | 0 |
Shareholders | ||
Cash flows from financing activities | ||
Dividends to Class A shareholders | (1,074,515) | (989,854) |
Beneficial Interest in CLO | ||
Cash flows from investing activities | ||
Distributions from equity method investments | 418,516 | 186,902 |
Management Fees Receivable | ||
Changes in operating assets and liabilities: | ||
Management fees receivable | 2,239,476 | (12,490,159) |
Performance Fees Receivable | ||
Changes in operating assets and liabilities: | ||
Management fees receivable | (34,587) | 120,134 |
August 2015 MMKT Notes | Convertible Notes | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Interest expense on MMKT Notes | $ 0 | $ 92,119 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Fifth Street Asset Management Inc. ("FSAM"), together with its consolidated subsidiaries (collectively, the "Company"), is an alternative asset management firm headquartered in Greenwich, CT that provides asset management services to its investment funds (referred to as the "Fifth Street Funds" or the "funds"), which, as of March 31, 2017, consist primarily of Fifth Street Finance Corp. (formed on January 2, 2008, "FSC") and Fifth Street Senior Floating Rate Corp. (formed on May 22, 2013, "FSFR"), both publicly-traded business development companies regulated under the Investment Company Act of 1940 (together, the "BDCs"). The Company conducts all of its operations through its consolidated subsidiaries, Fifth Street Management LLC ("FSM"), Fifth Street CLO Management LLC ("CLO Management") and FSCO GP LLC ("FSCO GP"). The Company's primary sources of revenues are management fees, primarily from the BDCs, which are driven by the amount of the assets under management and quarterly investment performance of the Fifth Street Funds. The Company conducts substantially all of its operations through one reportable segment that provides asset management services to the Fifth Street Funds. The Company generates all of its revenues in the United States. Reorganization In anticipation of its initial public offering (the "IPO") that closed November 4, 2014, FSAM was incorporated in Delaware on May 8, 2014 as a holding company with its primary asset expected to be a limited partnership interest in Fifth Street Holdings L.P. ("Fifth Street Holdings"). Fifth Street Holdings was formed on June 27, 2014 by Leonard M. Tannenbaum and Bernard D. Berman (the "Principals") as a Delaware limited partnership. Prior to the transactions described below, the Principals were the general partners and limited partners of Fifth Street Holdings. Fifth Street Holdings has a single class of limited partnership interests (the "Holdings LP Interests"). Immediately prior to the IPO: • The Principals contributed their general partnership interests in Fifth Street Holdings to FSAM in exchange for 100% of FSAM's Class B common stock; • The members of FSM contributed 100% of their membership interests in FSM to Fifth Street Holdings in exchange for Holdings LP Interests; and • The members of FSCO GP, a Delaware limited liability company, formed on January 6, 2014 to serve as the general partner of Fifth Street Opportunities Fund, L.P. (''FSOF,'' formerly Fifth Street Credit Opportunities Fund, L.P.) contributed 100% of their membership interests in FSCO GP to Fifth Street Holdings in exchange for Holdings LP Interests. These collective actions are referred to herein as the "Reorganization." Initial Public Offering On November 4, 2014, FSAM issued 6,000,000 shares of Class A common stock in the IPO at a price of $17.00 per common share. The proceeds totaled $95.9 million , net of underwriting commissions of $6.1 million . The proceeds were used to purchase a 12.0% limited partnership interest in Fifth Street Holdings. Immediately following the Reorganization and the closing of the IPO on November 4, 2014: • The Principals held 42,856,854 shares of FSAM Class B common stock and 42,856,854 Holdings LP Interests. • FSAM held 6,000,000 Holdings LP Interests and the former members of FSM and FSCO GP, including the Principals, held 44,000,000 Holdings LP Interests. • The Principals, through their holdings of FSAM Class B common stock in the aggregate, had approximately 97.3% of the voting power of FSAM's common stock. Upon the completion of the Reorganization and the IPO, FSAM also became the general partner of Fifth Street Holdings. Fifth Street Holdings and its wholly-owned subsidiaries (including FSM, CLO Management and FSCO GP) are consolidated by FSAM in the consolidated financial statements. The portion of net income attributable to the limited partners of Fifth Street Holdings, excluding FSAM, is recorded as "Net (income) loss attributable to non-controlling interests" on the Consolidated Statements of Operations. Exchange Agreement In connection with the Reorganization, FSAM entered into an exchange agreement with the limited partners of Fifth Street Holdings that granted each limited partner of Fifth Street Holdings, and certain permitted transferees, the right, beginning two years after the closing of the IPO and subject to vesting and minimum retained ownership requirements, on a quarterly basis, to exchange such person's Holdings LP Interests for shares of Class A common stock of FSAM, on a one -for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications (collectively referred to as the "Exchange Agreement"). As a result, each limited partner of Fifth Street Holdings, over time, has the ability to convert his or her illiquid ownership interests in Fifth Street Holdings into Class A common stock of FSAM, which can more readily be sold in the public markets. On January 4, 2017, pursuant to the terms of the above exchange agreement, a director of the Company and certain other Holdings Limited Partners exchanged an aggregate of 8,772,450 Holdings LP Interests of Fifth Street Holdings for shares of the Company’s Class A common stock on a one -for-one basis and, in the case of the Principals, submitted to the Company 8,571,370 shares of the Company’s Class B common stock for cancellation. The acquisition of additional Holdings LP Interests are treated as reorganizations of entities under common control as required by the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") Topic 805. As of March 31, 2017 and December 31, 2016, FSAM held approximately 30.7% and 13.0% of Fifth Street Holdings, respectively. FSAM’s percentage ownership in Fifth Street Holdings will continue to change as Holdings LP Interests are exchanged for Class A common stock of FSAM or when FSAM otherwise issues or repurchases FSAM common stock. FSAM's purchase of Holdings LP Interests concurrent with its IPO and the subsequent and future exchanges by holders of Holdings LP Interests for shares of FSAM's Class A common stock pursuant to the Exchange Agreement are expected to result in increases in its share of the tax basis of the tangible and intangible assets of Fifth Street Holdings, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to FSAM. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that FSAM would otherwise be required to pay in the future. FSAM entered into a tax receivable agreement ("TRA") with certain limited partners of Fifth Street Holdings (the "TRA Recipients") that requires FSAM to pay the TRA Recipients 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that FSAM actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments under the tax receivable agreement. In connection with the exchange of Holdings LP Interests on January 4, 2017, the Company recorded a deferred tax asset in the amount of $30,599,203 and an additional payable to the TRA Recipients of $26,009,323 with a corresponding increase in additional paid-in capital of $4,589,880 . RiverNorth Settlement On February 18, 2016, the Company entered into a purchase and settlement agreement ("PSA") with RiverNorth Capital Management, LLC ("RiverNorth") pursuant to which RiverNorth would withdraw its competing FSC proxy solicitation. In connection with the execution and delivery of the PSA, on March 24, 2016, the Company purchased 4,078,304 shares of common stock of FSC for $25.0 million of cash at a purchase price of $6.13 per share, net of certain dividends payable to the Company pursuant to the PSA, resulting in a loss of $4,608,480 , which represents the premium paid by the Company in excess of the FSC closing share price on the date of the transaction. Pursuant to a letter agreement with the Company, Leonard M. Tannenbaum purchased 5,142,296 shares of common stock of FSC from RiverNorth at a net purchase price of $6.13 per share, resulting in a loss of $5,810,794 which represents the premium paid by Mr. Tannenbaum in excess of the FSC closing share price on the date of the transaction. Such amount was recorded as a loss in the Consolidated Statement of Operations and as a deemed contribution/distribution in the Consolidated Statement of Changes in Stockholder's Equity since Mr. Tannenbaum holds a controlling interest in FSAM and the Company directly benefited from this payment. The total premium paid by the Company and Mr. Tannenbaum in the amount of $10,419,274 was recorded as a loss during the three months ended March 31, 2016. In addition, the Company issued RiverNorth a warrant to purchase 3,086,420 shares of FSAM's Class A common stock that, upon exercise, the Company was obligated to pay RiverNorth an amount equal to the lesser of: (i) $5 million and (ii) the spread value of the warrant based on a $3.24 strike price. The warrant was exercised by RiverNorth on June 23, 2016. Refer to Note 3 for further information. The Company also entered into a swap agreement with RiverNorth whereas on each settlement date, if the settlement date share price of FSC common stock was less than $6.25 , the Company was obligated to pay RiverNorth an amount equal to the excess of $6.25 over the settlement date share price multiplied by the 3,878,542 notional shares of common stock underlying the swap. Alternatively, if the settlement date share price of FSC common stock was greater than $6.25 , RiverNorth was obligated to pay the Company for the excess of the settlement date share price over $6.25 in cash. The Company was also entitled to a portion of dividends on FSC shares underlying the total return swap which were earned by RiverNorth prior to the settlement date. On September 7, 2016, the Company settled the swap agreement with RiverNorth. Refer to Note 3 for further information. Ironsides Settlement On September 30, 2016, the Company entered into a PSA with Ironsides Partners LLC, Ironsides Partners Special Situations Master Fund II L.P. and Ironsides P Fund L.P. (collectively, "Ironsides"). Upon execution of the PSA, Ironsides agreed that it would not, and would not permit any of its controlled Affiliates or Associates (as defined in the PSA) to, during a standstill period: (1) nominate or recommend for nomination any person for election at any annual or special meeting of stockholders of FSAM, FSC and FSFR (the "Fifth Street Parties"), directly or indirectly, (2) submit any proposal for consideration at, or bring any other business before, any annual or special meeting of any of the Fifth Street Parties' stockholders, directly or indirectly, or (3) initiate, encourage or participate in any “withhold” or similar campaign with respect to any annual or special meeting of any of the Fifth Street Parties' stockholders, directly or indirectly. During the standstill period, Ironsides shall not publicly or privately encourage or support any other stockholder to take any of the actions described above. On November 30, 2016, in connection with the execution and delivery of the PSA, the Company purchased 1,295,767 shares of common stock of FSFR for a per-share purchase price of $9.00 . Pursuant to a letter agreement with the Company, Mr. Tannenbaum purchased 646,863 shares of common stock of FSFR from Ironsides for a per-share purchase price of $9.00 . These purchases were not made at a premium to the market price of the FSFR shares on the date of purchase. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Revision of Previously Issued Financial Statements for Correction of Immaterial Errors During the three months ended September 30, 2016, the Company identified an error related to the accounting treatment of its investments in common shares of the BDCs. In September 2015, the Company began purchasing common stock in the BDCs and treated such shares as available-for-sale securities under ASC Topic 320, Investments - Debt and Equity Securities . In 2016, the Company made substantial additional purchases of the common stock of the BDCs. As a result, the Company revisited its accounting method for the shares held. The Company determined that it does exert significant influence over the BDCs and accordingly, its investments in the BDCs should have been accounted for as equity method investments under ASC Topic 323, Investments - Equity Method and Joint Ventures, since inception. The Company assessed the materiality of these errors on its prior quarterly and annual financial statements, assessing materiality both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the errors were not material to any of its previously issued financial statements. However, in order to correctly present the shares as an equity method investment in the appropriate period, management revised previously issued financial statements. The Company also corrected immaterial out-of-period adjustments that had been previously reported. Set forth below is a summary of the amounts and financial statement line items impacted by these revisions for the periods presented in this Form 10-Q. Three Months Ended March 31, 2016 Consolidated Statement of Operations: As previously reported Adjustments As revised Income from equity method investments $ — $ 868,109 $ 868,109 Other income (expense), net 211,587 (781,547 ) (569,960 ) Total other expense, net (13,924,962 ) 86,562 (13,838,400 ) Loss before income tax benefit (11,365,070 ) 86,562 (11,278,508 ) Income tax benefit (265,412 ) 2,639 (262,773 ) Net loss (11,099,658 ) 83,923 (11,015,735 ) Net loss attributable to non-controlling interests 9,860,273 (76,483 ) 9,783,790 Net loss attributable to Fifth Street Asset $ (1,239,385 ) $ 7,440 $ (1,231,945 ) Net loss per share attributable to Fifth Street Asset Management Inc. - Basic $ (0.21 ) $ — $ (0.21 ) Net loss per share attributable to Fifth Street Asset Management Inc. - Diluted $ (0.24 ) $ 0.01 $ (0.23 ) Three Months Ended March 31, 2016 Consolidated Statement of Comprehensive Income: As previously reported Adjustments As revised Net loss $ (11,099,658 ) $ 83,923 $ (11,015,735 ) Adjustment for change in fair value of available-for-sale securities (5,695,952 ) 5,695,952 — Tax effect of adjustment for change in fair value of available-for-sale securities 263,706 (263,706 ) — Total comprehensive loss (16,531,904 ) 5,516,169 (11,015,735 ) Less: Comprehensive loss attributable to non-controlling interests 14,892,981 (5,109,191 ) 9,783,790 Comprehensive loss attributable to Fifth Street Asset Management Inc. $ (1,638,923 ) $ 406,978 $ (1,231,945 ) Three Months Ended March 31, 2016 Consolidated Statement of Cash Flows: As previously reported Adjustments As revised Cash flows from operating activities Net loss $ (11,099,658 ) $ 83,923 $ (11,015,735 ) Distributions of earnings from equity method investments — 600,549 600,549 Deferred taxes (246,396 ) 2,639 (243,757 ) Income from equity method investments (552 ) (868,109 ) (868,661 ) Net cash used in operating activities (15,033,201 ) (180,998 ) (15,214,199 ) Purchases of equity method investments — (26,925,757 ) (26,925,757 ) Purchases of available-for-sale securities (26,925,757 ) 26,925,757 — Distributions from equity method investments — 180,998 180,998 Net cash used in investing activities (20,752,835 ) 180,998 (20,571,837 ) Net decrease in cash and cash equivalents (11,775,890 ) — (11,775,890 ) Cash and cash equivalents, beginning of period 17,185,204 — 17,185,204 Cash and cash equivalents, end of period $ 5,409,314 $ — $ 5,409,314 Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and the requirements for reporting on Form 10-K and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. All significant intercompany transactions and balances have been eliminated in consolidation. For the periods presented herein, total comprehensive income (loss) is equivalent to net income (loss), and accordingly, no statements of comprehensive income (loss) are presented. Principles of Consolidation The consolidated financial statements include the accounts of the Company and entities in which it, directly or indirectly, is determined to have a controlling financial interest under ASC Topic 810, as amended by ASU No. 2015-02. Under the variable interest model, the Company determines whether, if by design, an entity has equity investors who lack substantive participating or kick-out rights. If equity investors do not have such rights, the entity is considered a variable interest entity ("VIE") and must be consolidated by its primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company's involvement, through holding interests directly or indirectly in the entity, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. Under the consolidation guidance, the Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continually. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective investment funds could affect an entity's status as a VIE or the determination of the primary beneficiary. At each reporting date, the Company assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly. For equity investments where the Company does not control the investee, and where it is not the primary beneficiary of a VIE, but can exert significant influence over the financial and operating policies of the investee, the Company follows the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees requires significant judgment based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, the terms and structure of the investment agreement, including investor voting or other rights, the terms of the Company's investment advisory agreement or other agreements with the investee, any influence the Company may have on the governing board of the investee, the legal rights of other investors in the entity pursuant to the fund’s operating documents and the relationship between the Company and other investors in the entity. Consolidated Variable Interest Entities Fifth Street Holdings FSAM is the sole general partner of Fifth Street Holdings and, as such, it operates and controls all of the business and affairs of Fifth Street Holdings and its wholly-owned subsidiaries. Under ASC 810, Fifth Street Holdings meets the definition of a VIE because the limited partners do not hold substantive kick-out or participating rights. Since FSAM has the obligation to absorb expected losses and the right to receive benefits that could be significant to Fifth Street Holdings and is the sole general partner, FSAM is considered to be the primary beneficiary of Fifth Street Holdings. The assets of Fifth Street Holdings can be used to settle the obligations of FSAM based on the discretion of FSAM in its capacity as the general partner of Fifth Street Holdings. As a result, the Company consolidates the financial results of Fifth Street Holdings and its wholly-owned subsidiaries and records the economic interests in Fifth Street Holdings held by the limited partners other than FSAM as "Non-controlling interests" on the Consolidated Statements of Financial Condition and "Net (income) loss attributable to non-controlling interests" on the Consolidated Statements of Operations. Voting Interest Entities Entities that are not VIEs are generally evaluated under the voting interest model. The Company consolidates voting interest entities that it controls through a majority voting interest or through other means. Unconsolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated because the Company is not deemed the primary beneficiary. The Company's interest in such entities generally is in the form of direct interests and fixed fee arrangements. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. The Company's interests in these non-consolidated VIEs and their respective maximum exposure to loss relating to non-consolidated VIEs as of March 31, 2017 is $24,515,965 , which represents the fair value of the Company's investments and related fee receivables for unconsolidated VIEs at such date. CLOs In February 2015, the Company closed a securitization of the senior secured loans warehoused in Fifth Street Senior Loan Fund I, LLC ("CLO I"). In September 2015, Fifth Street Senior Loan II, LLC merged into Fifth Street SLF II Ltd. ("CLO II"), and the Company closed a securitization of the senior secured loans previously warehoused in Fifth Street Senior Loan Fund II, LLC. CLO Management, a wholly owned-consolidated subsidiary of Fifth Street Holdings, is the collateral manager of CLO I and CLO II (collectively referred to as the "CLOs"), and as such, it operates and controls all of the business and affairs of the CLOs. Under ASC 810, the CLOs meet the definition of a VIE because the total equity at risk is not sufficient to finance their activities. The Company determined that it did not have an obligation to absorb expected losses that could be significant to the CLOs. Therefore, the Company is not considered to be the primary beneficiary of the CLOs and, accordingly, does not consolidate their financial results. As of March 31, 2017 , investments held by the Company in the senior secured and subordinated notes of the CLOs are included within "Beneficial interests in CLOs at fair value" on the Consolidated Statements of Financial Condition. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. The most significant of these estimates are related to: (i) the valuation of equity-based compensation, (ii) the estimate of future taxable income, which impacts the carrying amount of the Company’s deferred income tax assets, (iii) the determination of net tax benefits in connection with the Company's tax receivable agreements, (iv) the valuation of the Company's investments, (v) the measurement of asset and liabilities associated with exit and disposal activities related to the abandonment of office space, (vi) the calculation of interest income accreted on beneficial interests in CLOs and (vii) the accretion of the residual excess of the Company's share of FSC and FSFR's net assets over its cost basis. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions and conditions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. For the three months ended March 31, 2017 and 2016, substantially all revenues and receivables were earned or derived from advisory or administrative services provided to the BDCs and other affiliated entities. The Company is dependent on its chief executive officer, Leonard M. Tannenbaum, who holds approximately 86% of the combined voting power of the Company through his ownership of shares of common stock. If for any reason the services of the Company's chief executive officer were to become unavailable, there could be a material adverse effect on the Company's operations, liquidity and profitability. Fair Value Measurements The carrying amounts of cash, management fees receivable, performance fees receivable, prepaid expenses, insurance recovery receivable, due from/to affiliates, accounts payable and accrued expenses, accrued compensation and benefits, income taxes payable, legal settlement payable and dividends payable approximate fair value due to the immediate or short-term maturity of these financial instruments. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. The Company places its cash and cash equivalents with U.S. financial institutions and, at times, amounts may exceed federally insured limits. The Company monitors the credit standing of these financial institutions. Equity Method Investments Investments over which the Company exercises significant influence, but which do not meet the requirements for consolidation, are accounted for using the equity method of accounting, whereby the Company records its share of the underlying income or losses of equity method investees. The Company did not elect the fair value option on its equity method investments. Investments in equity method investees consists of the Company's general partner interests in an unconsolidated fund and investments in FSC and FSFR common stock. The Company exercises significant influence with respect to this fund and the BDCs as a result of its management contracts with them, and specifically with respect to the BDCs, its representation on the board of directors. Beneficial Interest in CLOs Beneficial interests in CLOs meet the definition of a debt security under ASC Topic 325-40, Beneficial Interest in Securitized Financial Assets. Income from the beneficial interest in CLOs is recorded using the effective interest method based upon an estimation of an effective yield to maturity utilizing assumed cash flows. The Company monitors the expected residual payments, and effective yield is determined and updated periodically, as needed. Any distributions received from the beneficial interests in CLOs in excess of the calculated income using the effective yield are treated as a reduction of the cost. The Company earned interest income of $329,843 and $339,594 , respectively, from beneficial interests in CLOs, for the three months ended March 31, 2017 and March 31, 2016. Fair Value Option The Company has elected the fair value option, upon initial recognition, for all beneficial interests in CLOs, which had a cost of $24,049,823 as of March 31, 2017. There were $194,270 of unrealized gains recorded on beneficial interests in CLOs for the three months ended March 31, 2017 . There were $848,264 of unrealized losses recorded on beneficial interests in CLOs for the three months ended March 31, 2016. The fair value option permits the irrevocable election of fair value on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company believes that by electing the fair value option for these financial instruments, it provides consistent measurement with its peers in the asset management industry. Changes in the fair value of these assets and liabilities and related interest income/expense are recorded within "Other income (expense)" in the Consolidated Statements of Operations. Refer to Note 4 for a description of valuation methodologies for the beneficial interests in CLOs. Derivative Instruments Derivative instruments include warrant and swap contracts issued in connection with the RiverNorth settlement. The derivative instruments are not designated as hedging instruments and are carried at fair value. Changes in fair value are recorded within "Unrealized gain (loss) on derivatives" and upon settlement of a derivative instrument, the Company records a "Realized gain (loss) on derivatives" in the Consolidated Statements of Operations. See Note 3 for quantitative disclosures regarding derivative instruments. Fixed Assets Fixed assets consist of furniture, fixtures and equipment (including automobiles, computer hardware and purchased software), software developed for internal use and leasehold improvements, and are recorded at cost, less accumulated depreciation and amortization. Depreciation of furniture, fixtures and equipment is computed using the straight-line method over the estimated useful lives of the respective assets ( three to eight years). Software developed for internal use, which is amortized over three years , consists of costs incurred during the application development stage of software developed for the Company's proprietary use and includes costs of Company personnel who are directly associated with the development. Amortization of improvements to leased properties is computed using the straight-line method based upon the initial term of the applicable lease or the estimated useful life of the improvements, whichever is shorter, and ranges from five to 10 years. Routine expenditures for repairs and maintenance are charged to expense when incurred. Major betterments and improvements are capitalized. Upon retirement or disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Consolidated Statements of Operations. The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset's carrying value may not be fully recovered. Deferred Financing Costs Deferred financing costs, which consist of fees and expenses paid in connection with the closing of Fifth Street Holdings' credit facility, are capitalized at the time of payment. Deferred financing costs are amortized using the straight line method over the term of the credit facility and are included in interest expense on the Consolidated Statements of Operations. Deferred Rent The Company recognizes rent expense on a straight-line basis over the expected lease term. Within the provisions of certain leases, there are free rent periods and escalations in payments over the base lease term. The effects of these items have been reflected in rent expense on a straight-line basis over the expected lease term. Landlord contributions and tenant allowances are included in the straight-line calculations and are being deferred over the lease term and are reflected as a reduction in rent expense. Revenue Recognition The Company has three principal sources of revenues: management fees, performance fees and other fees. These revenues are derived from the Company's agreements with the funds it manages, primarily the BDCs. The investment advisory agreements on which revenues are based are generally renewable on an annual basis by the general partner or the board of directors of the respective funds. Management Fees Management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or principal amount of the investment portfolios managed by the Company. All management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy and range from 0.40% to 1.75% for base management fees, which are asset or capital-based. Management fees from affiliates also include quarterly incentive fees on the net investment income from the BDCs ("Part I Fees"). Part I Fees are generally equal to 20.0% of the BDCs' net investment income (before Part I Fees and performance fees payable based on capital gains), subject to fixed "hurdle rates" or preferred returns, as defined in the respective investment advisory agreement. No fees are recognized until the BDCs' net investment income exceeds the respective hurdle rate, with a "catch-up" provision that serves to ensure the Company receives 20.0% of the BDCs' net investment income from the first dollar earned. Such fees are classified as management fees as they are paid quarterly, predictable and recurring in nature, not subject to repayment (or clawback) and cash settled each quarter. Management fees from affiliates are recognized as revenue in the period investment advisory services are rendered, subject to the Company's assessment of collectability. On March 20, 2017, Fifth Street Management entered into a new investment advisory agreement with FSC, which, effective as of January 1, 2017, (i) decreased the quarterly preferred return to 1.75% on the income portion of the incentive fee and (ii) implemented a total return requirement that may decrease the incentive fee payable to Fifth Street Management by 25% per quarter to the extent that FSC’s cumulative incentive fees over a lookback period of up to 12 quarters exceed 20.0% of FSC's cumulative net increase in net assets resulting from operations. Performance Fees Performance fees are earned from the funds managed by the Company based on the performance of the respective funds. The contractual terms of performance fees vary by fund structure and investment strategy and are generally 15.0% to 20.0% of investment performance. The Company has elected to adopt Method 2 of ASC 605-20, Revenue Recognition for Revenue Based on a Formula. Under this method, the Company recognizes revenue based on the respective fund's performance during the period, subject to certain hurdles or benchmarks. The performance fees for any period are based upon an assumed liquidation of the fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions. The performance fees may be subject to reversal to the extent that the performance fees recorded exceed the amount due to the general partner or investment manager based on a fund's cumulative investment returns. Performance fees related to the BDCs ("Part II Fees") are calculated and payable in arrears as of the end of each fiscal year of the BDCs and equal 20.0% of the BDCs' realized capital gains, if any, on a cumulative basis since inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Part II fees. Other Fees The Company also provides administrative services to the Fifth Street Funds. These fees are reported within Revenues - Other fees in the Consolidated Statements of Operations. These fees generally represent reimbursable compensation, overhead and other expenses incurred by the Company on behalf of the funds. The Company is considered the principal under these arrangements and is required to record the expense and related reimbursement revenue on a gross basis. Compensation and Benefits Compensation generally includes salaries, bonuses, severance and equity-based compensation charges. Bonuses are accrued over the service period to which they relate. Retention Bonus Agreements During the year ended December 31, 2016, the Company entered into retention bonus agreements in the amount of $2,307,000 with certain key employees, all of which has been expensed as of March 31, 2017. Included in compensation expense for the three months ended March 31, 2017 is $674,314 of amortization related to these agreements. There were no retention bonuses forfeited during the three months ended March 31, 2017. Severance Agreements The Company has entered into various severance and change in control agreements with certain key employees, which provide for the payment of severance and other benefits to each participant in the event of a termination without cause or for good reason, and in certain cases, the payment of a cash bonus upon the occurrence of a change in control event. The amounts of such payments and benefits vary by employee. The Company records expenses related to such severance and change in control agreements by employee if, and when, a termination or change in control event occurs. Included in compensation expense for the three months ended March 31, 2017 and 2016 is $114,466 and $339,821 , respectively, related to these severance arrangements. Equity-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. Under the fair value recognition provision of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period. The Company recognizes expense related to equity-based compensation transactions in which it receives employee services in exchange for: (a) equity instruments of the Company or (b) liabilities that are based on the fair value of the Company's equity instruments. Equity-based compensation expense represents expenses associated with the: (i) granting of Part I Fee-sharing arrangements prior to the Reorganization; (ii) conversion of and acceleration in vesting of interests in the Predecessor in connection with the Reorganization; and (iii) the granting of restricted stock units, options to purchase shares of FSAM Class A common stock and stock appreciation rights granted. The value of the award is amortized on a straight-line basis over the requisite service period and is included within "Compensation and benefits" (except for grants to non-employees which are included in "General, administrative and other expenses") in the Company’s Consolidated Statements of Operations. Effective January 1, 2016, the Company elected to early adopt ASU 2016-09. The primary impact of the Company's adoption was limited to the accounting for forfeitures of certain stock based awards, which is adopted on a modified retrospective basis. Upon adoption, the Company no longer estimates forfeitures. Rather, the Company has elected to account for forfeitures as they occur. The Company records deferred tax assets or liabilities for equity compensation plan awards based on deductions for income tax purposes of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company is expected to receive a tax deduction. In addition, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company's income tax returns are recorded as an adjustment to the provision (benefit) for income taxes on the Consolidated Statements of Operations. Income Taxes Fifth Street Holdings complies with the requirements of the Internal Revenue Code that are applicable to limited partnerships, which allow for the complete pass-through of taxable income or losses to Fifth Street Holdings limited partners, including FSAM, who are individually responsible for any federal tax consequences. The tax provision includes the income tax obligation related to FSAM's allocated portion of Fifth Street Holdings' income, which is net of any tax incurred at Fifth Street Holdings' subsidiaries that are subject to income tax. Also, as a result of the Reorganization, certain subsidiaries were converted from pass-through entities to taxable entities. Accordingly, the portion of the Company's subsidiaries' earnings attributable to non-controlling interests are subject to tax when reported as a component of the non-controlling interests' taxable income on their individual tax returns. The Company accounts for income taxes under the asset and liability method prescribed by ASC Topic 740, Income Taxes. As a result of the Company's acquisition of limited partnership interests in Fifth Street Holdings, the Company expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis in the acquired assets. Those deductions will be used by the Company and will be taken into account in determining the Company's taxable income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Operations. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties associated with tax matters such as franchise tax liabilities, if applicable, as general and administrative and other expenses. Class A Earnings per Share The Company computes basic earnings per share attributable to FSAM’s Class A common stockholders by dividing income attributable to FSAM by the weighted average Class A common shares outstanding for the period. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company's earnings. Potentially dilutive securities include outstanding options to acquire Class A common shares, unvested restricted stock units, warrants issued to RiverNorth, MMKT Notes and Fifth Street Holdings limited partnership interests which are exchangeable for shares of Class A common stock. The dilutive effect of stock options and restricted stock units is reflected in diluted earnings per share of Class A common stock by application of the treasury stock method. Under the treasury stock method, if the average market price of a share of Class A common stock increases above the option's exercise price, the proceeds that would be assumed to be realized from the exercise of the option would be used to acquire outstanding shares of Class A common stock. The dilutive effect of awards is directly correlated with the fair value of the shares of Class A common stock. However, the awards may be anti-dilutive when the market price of the underlying shares |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company did not have any derivative instruments outstanding during the three months ended March 31, 2017. The table below summarizes the impact to the Consolidated Statements of Income from the Company's derivative instruments for the three months ended March 31, 2016. Unrealized Gain (Loss) on Derivatives Swap $ (4,344,721 ) Warrant (331,298 ) Total Unrealized Loss on Derivatives $ (4,676,019 ) The fair value of the swap contracts are the amounts receivable or payable at the reporting date, taking into account the unadjusted closing price as of the reporting date of the underlying shares of FSC common stock. The fair value of the warrant was determined by the Company using a Monte Carlo valuation model. The significant inputs to the Monte Carlo valuation model include the expected dividend yield, risk-free interest rate, expected volatility, discount for lack of marketability and expected life. The fair values of the derivative liabilities include inputs that are either observable or can be corroborated by observable market data for substantially the full term of the instruments. Therefore, the derivative liabilities are classified as level 2 in the fair value hierarchy. On June 23, 2016, RiverNorth exercised its warrant to purchase 3,086,420 shares of Class A common stock at a price of approximately $4.30 per share. At the exercise date, the cash settlement value of the warrant was $3,267,160 . However, the Company elected to settle the warrants in Class A common stock, which was approved by the Company's Board of Directors on September 15, 2016. On September 22, 2016, the Company issued 760,059 shares of Class A common stock to RiverNorth to settle the warrant in reliance on exemptions from the registration requirements of the Securities Act. The Company reclassified the warrant liability to stockholder's equity and realized a cumulative loss of $3,267,160 as a result of the settlement of the warrant. On September 7, 2016, the Company settled the swap agreement with RiverNorth. The Company realized a cumulative gain of $654,228 as a result of the settlement of the swap agreement. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820") – defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity. The Company engages an independent third party valuation firm to assist in the fair value measurement for its beneficial interest in CLOs. Assets and liabilities recorded at fair value in the Company's consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: • Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining the fair value of beneficial interests in CLOs, the Company utilizes a discounted cash flow model that takes into consideration prepayment and loss assumptions, based on projected performance, economic factors, the characteristics and condition of the underlying collateral, comparable yields for similar securities and recent trading activity. The following tables present the financial instruments carried at fair value as of March 31, 2017 , by caption on the Company's Consolidated Statements of Financial Condition for each of the levels of hierarchy established by ASC 820: Assets Level 1 Level 2 Level 3 Total Beneficial interests in CLOs — — $ 23,260,659 $ 23,260,659 $ — $ — $ 23,260,659 $ 23,260,659 The following tables present the financial instruments carried at fair value as of December 31, 2016 , by caption on the Company's Consolidated Statements of Financial Condition for each of the levels of hierarchy established by ASC 820: Assets Level 1 Level 2 Level 3 Total Beneficial interests in CLOs — — $ 23,155,062 $ 23,155,062 $ — $ — $ 23,155,062 $ 23,155,062 When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are significant to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology. There were no transfers in or out of level 3 during the three months ended March 31, 2017 and March 31, 2016. All unrealized gains or losses related to investments still held as of March 31, 2017. The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2017 : Beneficial interests in CLOs Fair value at December 31, 2016 $ 23,155,062 Distributions (418,516 ) Interest accreted 329,843 Unrealized gains 194,270 Fair value at March 31, 2017 $ 23,260,659 The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2016 : Beneficial interests in CLOs MMKT Notes Fair value at December 31, 2015 $ 23,537,629 $ 4,738,026 Distributions (186,902 ) — Interest income or expense 339,594 92,119 Unrealized losses (848,264 ) (2,582,405 ) Fair value at March 31, 2016 $ 22,842,057 $ 2,247,740 Significant Unobservable Inputs for Level 3 Financial Instruments The following table provides quantitative information related to the significant unobservable inputs for Level 3 financial instruments, which are carried at fair value as of March 31, 2017 : Assets Fair Value Valuation Technique Unobservable Input Input Value Beneficial interests in CLOs $ 23,260,659 Discounted cash flow Constant prepayment rate 20% Constant default rate 2% Loss severity rate 30% Total $ 23,260,659 The following table provides quantitative information related to the significant unobservable inputs for Level 3 financial instruments, which are carried at fair value as of December 31, 2016 : Assets Fair Value Valuation Technique Unobservable Input Input Value Beneficial interests in CLOs $ 23,155,062 Discounted cash flow Constant prepayment rate 15% Constant default rate 2% Loss severity rate 30% Total $ 23,155,062 Under the discounted cash flow approach, the significant unobservable inputs used in the fair value measurement of the Company's beneficial interests in CLOs are the constant prepayment rate, constant default rate and loss severity. Increases or decreases in any of these inputs in isolation may result in a significantly lower or higher fair value measurement. Generally, an increase in the constant prepayment rate will result in an increase in the valuation of the beneficial interest in CLOs, while a decrease in the constant prepayment rate will have the opposite effect. Generally, an increase in either the constant default rate or the loss severity rate will result in a decrease in the valuation of the beneficial interest in CLOs, while a decrease in either the constant default rate or the loss severity rate will have the opposite effect. Investments in Equity Method Investees The following table provides information about the Company's equity method investments as of March 31, 2017 and December 31, 2016: Equity Held as of Equity method investments March 31, 2017 % of Ownership December 31, 2016 % of Ownership FSC common stock (1) $ 42,732,307 6.0 % $ 41,908,970 6.0 % FSFR common stock (1) 24,151,816 9.1 % 23,718,716 9.1 % FSOF equity interest 690,157 1.9 % 549,198 0.9 % Total $ 67,574,280 $ 66,176,884 _________ __ (1) The total fair value of the Company’s investments in FSC and FSFR was $62,421,500 and $68,426,612 based on quoted market prices as of March 31, 2017 and December 31, 2016, respectively. Based on the market prices at the time the investments in FSC and FSFR were purchased, there was a residual excess of the Company's share of FSC's and FSFR's net assets over the Company's cost basis. The Company allocated the residual excess to the investments held by FSC and FSFR and is recognizing the residual excess of approximately $31.7 million over the average life of investments held in FSC and FSFR, which ranges between two to four years . For the three months ended March 31, 2017 and 2016, the Company recognized $1,977,576 and $721,161 , respectively, related to this residual excess which is recognized within "Income from equity method investments" in the Consolidated Statements of Operations. The Company's investments in FSC and FSFR common stock met the significance criteria as defined by the SEC for the three months ended March 31, 2017. In calculating the income recognized under the equity method for its investment in FSC and FSFR, the Company used the latest publicly available financial information as of March 31, 2017. The following tables present summarized financial information of FSC and FSFR for the three months ended March 31, 2017 and 2016, which is the latest publicly available financial information as of the date of this report. ($ in thousands) FSC FSFR Statements of Operations 2017 2016 2017 2016 Investment income $ 45,556 $ 59,563 $ 11,019 $ 13,195 Net expenses 27,051 34,220 5,933 7,410 Net investment income 18,505 25,343 5,086 5,785 Net unrealized gain (loss) on investments and secured borrowings 106,190 6,303 13,242 (1,645 ) Net realized loss on investments and secured borrowings (115,893 ) (26,666 ) (13,496 ) (4,800 ) Net increase (decrease) in net assets resulting from operations 8,802 4,980 4,832 (660 ) Financial Instruments Disclosed, But Not Carried At Fair Value The following table presents the carrying value and fair value of the Company's financial assets and liabilities disclosed, but not carried, at fair value as of March 31, 2017 and the level of each financial asset and liability within the fair value hierarchy: Carrying Value Fair Value Level 1 Level 2 Level 3 Risk Retention Term Loan (1) $ 12,972,565 $ 12,972,565 $ — $ — $ 12,972,565 Loan payable - DECD loan (1) 2,000,000 1,977,654 — — 1,977,654 Credit facility payable 100,000,000 100,000,000 — — 100,000,000 Payables to related parties pursuant to tax receivable agreements 62,091,926 54,743,292 — — 54,743,292 Total $ 177,064,491 $ 169,693,511 $ — $ — $ 169,693,511 (1) See Note 8 for a description of the Risk Retention Term loan and DECD loan. The following table presents the carrying value and fair value of the Company's financial assets and liabilities disclosed, but not carried, at fair value as of December 31, 2016 and the level of each financial asset and liability within the fair value hierarchy: Carrying Value Fair Value Level 1 Level 2 Level 3 Risk Retention Term Loan $ 12,972,565 $ 12,972,565 $ — $ — $ 12,972,565 Loan payable - DECD loan 2,000,000 1,929,588 — — 1,929,588 Credit facility payable 102,000,000 102,000,000 — — 102,000,000 Payables to related parties pursuant to tax receivable agreements 35,990,255 30,058,706 — — 30,058,706 Total $ 152,962,820 $ 146,960,859 $ — $ — $ 146,960,859 The Company utilizes a bond yield approach to estimate the fair value of its DECD loan, which is included in Level 3 of the hierarchy. Under the bond yield approach, the Company uses its incremental borrowing rate to determine the present value of the future cash flow streams related to the liability. The carrying values of the Risk Retention Term Loan and the credit facility payable approximate their fair value and are included in Level 3 of the hierarchy. The Company utilizes a discounted cash flow approach to estimate the fair value of its payables to related parties pursuant to TRAs, which is included in Level 3 of the hierarchy. Under the discounted cash flow approach, the Company estimates the present value of estimated future tax benefits pursuant to the TRA discounted using a market interest rate. |
Due from Affiliates
Due from Affiliates | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Due from Affiliates | Due from Affiliates In connection with administration agreements that are in place (see Note 10), the Company provides certain administrative services for the funds, including office facilities and equipment, and clerical, bookkeeping and recordkeeping services at such facilities. For providing these services, facilities and personnel, the Fifth Street Funds reimburse the Company for direct fund expenses and the BDCs reimburse the Company for the allocable portion of overhead and other expenses incurred by the Company in performing its obligations under the administration agreements. Also, in the normal course of business, the Company pays certain expenses on behalf of the BDCs, primarily for travel and other costs associated with particular portfolio company holdings of the BDCs, for which it is reimbursed. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets consist of the following: March 31, 2017 December 31, 2016 Furniture, fixtures and equipment $ 1,421,129 $ 1,368,624 Leasehold improvements 10,182,352 10,182,352 Fixed assets, cost 11,603,481 11,550,976 Less: accumulated depreciation and amortization (6,451,738 ) (6,206,644 ) Fixed assets, net book value $ 5,151,743 $ 5,344,332 Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2017 and 2016 was $245,094 and $346,949 , respectively. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consist of the following: March 31, 2017 December 31, 2016 Security deposits $ 107,149 $ 107,149 Fractional interests in aircrafts (a) 2,948,325 3,019,098 Other 310,436 228,825 $ 3,365,910 $ 3,355,072 __________________ (a) In November 2013, the Company entered into an agreement that entitled it to the use of a corporate aircraft for five years. The amount paid, less the estimated trade-in value, is being amortized on a straight-line basis over the expected five -year term of the agreement. In December 2014, the Company sold half of this interest and entered into an agreement for a second corporate aircraft for five years. Amortization expense for each of the three months ended March 31, 2017 and 2016 was $70,773 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Loans Payable Loans payable consist of the following: March 31, 2017 December 31, 2016 DECD loan $ 2,000,000 $ 2,000,000 Risk Retention Term Loan 12,972,565 12,972,565 $ 14,972,565 $ 14,972,565 DECD Loan On October 7, 2013, the Company borrowed $4,000,000 from the Department of Economic and Community Development (the "DECD") of the State of Connecticut. Proceeds from the loan were utilized to partially fund the build-out costs of the Company's new headquarters in Greenwich, CT. The loan bears interest at a fixed rate of 2.5% per annum, matures on November 21, 2023 and requires interest-only payments through November 1, 2017, at which point monthly payments of principal and interest are required until maturity or such time that the loan is repaid in full. As security for the loan, the Company has granted the State of Connecticut a blanket security interest in the Company's personal property, subject only to prior security interests permitted by the State of Connecticut. Under the terms of the agreement, the Company was eligible for forgiveness of up to $3,000,000 of the principal amount of the loan based on certain job creation milestones, as mutually agreed to by the Company and the DECD. As a result of the Company achieving certain job creation milestones, on May 19, 2016, the DECD granted the Company a loan forgiveness credit of $2,000,000 , which was recorded as an extinguishment of debt during the year ended December 31, 2016. The Company is not entitled to any additional loan forgiveness. For the three months ended March 31, 2017 and March 31, 2016, interest expense related to this loan was $12,329 and $24,863 , respectively. MMKT Notes On December 22, 2014, FSM entered into a limited liability company agreement, as majority member, with Leonard Tannenbaum’s brother, as minority member, for the purpose of forming MMKT Exchange LLC (previously IMME LLC), a Delaware limited liability company ("MMKT"). MMKT was a financial technology company that sought to bring increased liquidity and transparency to middle market loans. FSM made a capital contribution of $80,000 for an 80% membership interest in MMKT. In addition, MMKT issued $5,900,000 of MMKT Notes, of which $1,300,000 was held by FSM. On August 8, 2016, MMKT entered into an agreement with its noteholders to settle and cancel the MMKT Notes in exchange for consideration of $2,833,050 , of which $634,460 was paid to FSM. As a result of the cancellation, the Company realized a gain of $2,519,049 during the fiscal year ended December 31, 2016. In connection with the settlement and cancellation of the MMKT notes, FSM incurred an expense of $100,000 that was paid to third-party noteholders in exchange for a release of claims against FSM and MMKT. On August 12, 2016, MMKT sold the rights to its platform, including all intellectual property, in exchange for $50,000 and distributed the proceeds to its noteholders, including $11,197 which was distributed to FSM. The Company recognized a gain of $50,000 related to this sale within Other income (expense) in the Consolidated Statements of Operations. On December 30, 2016, MMKT was dissolved and a final distribution of $69,480 was made to the noteholders, including $15,560 which was distributed to FSM. For the three months ended March 31, 2016, interest expense related to the MMKT Notes was $92,119 . Risk Retention Term Loan On September 28, 2015, CLO Management entered into a Risk Retention Term Loan to provide financing for its purchase up to $17 million of CLO II senior notes at a variable rate based on either LIBOR or a base rate plus an applicable margin. Borrowings under the Risk Retention Term Loan totaled $16,972,565 , of which $12,972,565 remains outstanding, and accrue interest at a rate based on the interest rate on the financed notes and the weighted current cost basis which was 4.23% as of March 31, 2017 . The Company's beneficial interests in CLO II in the aggregate amount of $23,260,659 at fair value are pledged as collateral for the Risk Retention Term Loan. The facility matures on September 29, 2027 with certain lenders party thereto from time to time and Natixis, New York Branch, as administrative agent and joint lead arranger, and Bleachers Finance 1 Limited as syndication agent and joint lead arranger. The Risk Retention Term Loan contains customary affirmative and negative covenants for agreements of this type, including financial maintenance requirements, delivery of financial and other information, compliance with laws, further assurances and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, dispositions of assets, acquisitions and other investments, conduct of business and transactions with affiliates. As of March 31, 2017 and December 31, 2016, the Company had $12,972,565 of borrowings outstanding under the Risk Retention Term Loan which approximated fair value. For the three months ended March 31, 2017 and 2016, interest expense related to the Risk Retention Term Loan was $132,145 and $123,889 , respectively. The Company was in compliance with all covenants as of March 31, 2017 , Credit Facility On November 4, 2014, Fifth Street Holdings entered into an unsecured revolving credit facility which matures on November 4, 2019 with certain lenders party thereto from time to time and Sumitomo Mitsui Banking Corporation, as administrative agent and joint lead arranger, and Morgan Stanley Senior Funding, Inc., as syndication agent and joint lead arranger. On February 29, 2016, the unsecured revolving credit facility was amended to reduce the aggregate revolver commitments of the lenders from $176 million to $146 million and provide, among other things, that certain risk retention debt incurred by subsidiaries engaged solely in managing collateralized loan obligations shall be permitted and excluded from certain financial covenant calculations, including leverage and interest coverage ratios. As of March 31, 2017 , the revolving credit facility provides for $146 million of borrowing capacity, with a $100 million accordion feature, and bears interest at a variable rate based on either LIBOR or a base rate plus an applicable margin with an unused commitment fee paid quarterly, which is subject to change based on a total leverage ratio. Borrowings under the revolving credit facility accrue interest at an annual rate of LIBOR plus 3.00% per annum and the unused commitment fee under the facility is 0.30% per annum as of March 31, 2017. The revolving credit facility contains customary affirmative and negative covenants for agreements of this type, including financial maintenance requirements related to earnings before interest, taxes, depreciation and amortization and other matters, delivery of financial and other information, compliance with laws, further assurances and limitations with respect to indebtedness, liens, fundamental changes, restrictive agreements, dispositions of assets, acquisitions and other investments, conduct of business and transactions with affiliates. As of March 31, 2017 and December 31, 2016 , the Company had $100,000,000 and $102,000,000 , respectively, of borrowings outstanding under the credit facility, at cost and fair value. For the three months ended March 31, 2017 and March 31, 2016, interest expense (including amortization of deferred financing costs) related to the credit facility was $1,179,219 and $748,294 , respectively. At March 31, 2017 , the Company was in compliance with all debt covenants. However, we did not have any additional material undrawn capacity under the Credit Facility due to the limitations resulting from the financial maintenance requirements described above. In accordance with the terms of the amended credit agreement, the Company expects to violate one or more financial maintenance covenants at June 30, 2017, which would cause an event of default. The Company and its lender group are currently in discussions to amend the Credit Facility to remain in compliance with all debt covenants. While the Company expects to amend the credit facility agreement to remain in compliance with all debt covenants, no amendment has been executed at the time of this filing and the Company cannot guarantee such amendment will be executed on acceptable terms or at all. In this regard, on May 15, 2017, the Company's Chief Executive Officer, Leonard M. Tannenbaum, entered into an agreement with the Company, whereby he will guarantee any deficiency resulting from the lenders accelerating payment (see Note 14). Such deficiency would represent the excess of the then outstanding amounts due under the Credit Facility over the amount that the Company has the wherewithal to pay. As of March 31, 2017, the Company had $100 million outstanding under its Credit Facility and $68 million of net working capital, resulting in a deficiency of $32 million . Outstanding principal amounts related to debt maturing over the next five years are as follows: 2017 $ 25,775 2018 313,525 2019 100,321,454 2020 329,583 2021 337,920 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases office space in various locations throughout the United States and maintains its headquarters in Greenwich, CT. On July 22, 2013, the Company entered into a lease agreement with a related party (see Note 11) for office space in Greenwich, CT that expires on September 30, 2024. Other non-cancelable office leases in other locations expire at various dates through 2020. The Company's rental lease agreements are generally subject to escalation provisions on base rental payments, as well as certain costs incurred by the property owner and are recognized on a straight-line basis over the term of the lease agreements. For the three months ended March 31, 2017 and 2016, the Company recorded rent expense of $408,972 and $570,125 , respectively. In April 2016, the Company abandoned a portion of its office space in its corporate headquarters in Greenwich, CT. Although the Company is currently marketing the unused space to prospective tenants, until such time the new tenant were to occupy such space and our lease agreement is modified, the Company is still obligated to pay contractual rent payments in accordance with the operating lease. The Company estimated the liability under the operating lease agreement and accrued lease abandonment costs in accordance with ASC 420, Exit or Disposal Cost Obligations and recorded a liability of $1,240,928 at the time of abandonment, which represents the present value of the remaining contractual rent payments on the unused space net of estimated sublease income. To the extent the Company is not able to sublease the unused space, the Company may recognize additional lease abandonment costs in future periods. In addition, the Company reversed $915,464 of its deferred rent liability which is included as a reduction to "General, administrative and other expenses" in the Consolidated Statements of Operations during the three months ended June 30, 2016, which represents the portion of the deferred rent liability attributable to the abandoned space. A summary of the Company’s lease abandonment activity as of March 31, 2017 is as follows: Lease abandonment costs incurred $ 1,240,928 Rent payments (641,933 ) Present value adjustment 6,934 Accrued lease abandonment costs, end of period $ 605,929 Capital Commitments As of March 31, 2017 , the Company does not have any unfunded capital commitments. FSC Class-Action Lawsuits In October and November of 2015, the Company, its executive officers and FSC were named as defendants in three putative securities class-action lawsuits filed in New York and Connecticut federal courts (and later consolidated in New York). The lawsuits alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on behalf of a putative class of investors who purchased FSC common stock between July 7, 2014, and February 6, 2015. The lawsuits alleged in general terms that defendants engaged in a purportedly fraudulent scheme designed to artificially inflate the true value of FSC's investment portfolio and investment income in order to increase the Company’s revenue. The plaintiffs sought compensatory damages and attorneys’ fees and costs, among other relief, but did not specify the amount of damages being sought. A lead plaintiff was selected in February 2016, a consolidated complaint similar to the original complaint was filed in April 2016, and a motion to dismiss the consolidated complaint was filed in May 2016. The parties agreed in July to settle the case for $14,050,000 , with approximately 99% of the settlement amount to be paid from insurance coverage. Confirmatory discovery was completed in August, and the lead plaintiff filed the proposed settlement with the court in September. On November 9, 2016, the court authorized the parties to send notice to the class and scheduled a fairness hearing for February 16, 2017. No objections or opt-outs to the settlement were received by the deadline. The fairness hearing was held on February 16, 2017 and the proposed settlement was approved and paid. The litigation is now concluded. FSAM class-action lawsuits The Company was named as a defendant in two putative securities class-action lawsuits filed by purchasers of the Company’s shares. The suits are related to the securities class actions brought by shareholders of FSC, for which Fifth Street Management serves as investment adviser. T he first lawsuit by the Company’s shareholders was filed on January 7, 2016, in the United States District Court for the District of Connecticut and was captioned Ronald K. Linde, etc. v. Fifth Street Asset Management Inc., et al., Case No. 1:16-cv-00025. The defendants were the Company, Leonard M. Tannenbaum, Bernard D. Berman, Alexander C. Frank, Steven M. Noreika, Wayne Cooper, Mark J. Gordon, Thomas L. Harrison, and Frank C. Meyer. The lawsuit asserted claims under §§ 11, 12 (a)(2), and 15 of the Securities Act of 1933, as amended (the “Securities Act”), on behalf of a putative class of persons and entities who purchased the Company’s common stock pursuant or traceable to the registration statement issued in connection with the Company’s initial public offering. The complaint alleged that the defendants engaged in a fraudulent scheme and course of conduct to artificially inflate FSC’s assets and investment income and, in turn, the Company’s valuation at the time of its initial public offering, thereby rendering the Company’s initial public offering registration statement and prospectus materially false and misleading. The plaintiffs did not quantify their claims for relief. On February 25, 2016, the court granted the Company’s unopposed motion to transfer the case to the United States District Court for the Southern District of New York, where the case could be coordinated as appropriate with the securities class actions filed by FSC shareholders. On April 22, 2016, the court appointed Kieran and Susan Duffy as lead plaintiffs and the law firm of Glancy Prongay & Murray LLP as lead counsel. Lead plaintiffs filed an amended complaint on June 13, 2016. On March 7, 2016, the other putative class action by the Company’s shareholders was filed in the United States District Court for the Southern District of New York. The defendants were the same as in the Linde case, and the complaint was a virtual clone of the original Linde complaint. The Trupp plaintiff voluntarily dismissed her case before lead plaintiffs and lead counsel were appointed in the Linde case. Following an agreed mediation, and as previously disclosed in the Company’s Form 8-K filed on August 4, 2016, the parties in the Linde case signed an agreement to settle the action for $9,250,000 , which was covered by insurance proceeds. The proposed settlement was subject to lead plaintiffs’ completion of additional discovery and approval by the court after notice had been sent to the settlement class. Lead plaintiffs completed the additional discovery and decided to proceed with the proposed settlement. The parties submitted the proposed settlement to the court on September 23, 2016, and asked the court to enter an order certifying the putative class for settlement purposes, authorizing dissemination of notice of the settlement to potential class members, and scheduling a fairness hearing on the proposed settlement. On November 9, 2016, the court entered the proposed order and scheduled the fairness hearing for February 16, 2017. The fairness hearing was held on February 16, 2017 and the proposed settlement was approved. The litigation is now concluded. SEC Examination and Investigation On March 23, 2016, the Division of Enforcement of the SEC sent document subpoenas and document-preservation notices to the Company, FSC, FSCO GP LLC - General Partner of FSOF, and FSFR. The subpoenas sought production of documents relating to a variety of issues, including those raised in an ordinary-course examination of Fifth Street Management by the SEC’s Office of Compliance Inspections and Examinations that began in October 2015, and in the FSC and FSAM securities class actions and FSC derivative actions discussed above. The subpoenas were issued pursuant to a formal order of private investigation captioned In the Matter of the Fifth Street Group of Companies, No. HO-12925, dated March 23, 2016, which addresses, among other things, (i) the valuation of FSC’s portfolio companies and investments, (ii) the expenses allocated or charged to FSC and FSFR, (iii) FSOF’s trading in the securities of publicly traded business development companies, (iv) statements to the board, other representatives of pooled investment vehicles, investors, or prospective investors concerning the fair value of FSC’s portfolio companies or investments as well as expenses allocated or charged to FSC and FSFR, (v) various issues relating to adoption and implementation of policies and procedures under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (vi) statements and/or potential omissions in the entities’ SEC filings, (vii) the entities’ books, records, and accounts and whether they fairly and accurately reflected the entities’ transactions and dispositions of assets, and (viii) several other issues relating to corporate books and records. The formal order cites various provisions of the Securities Act, the Exchange Act, and the Advisers Act, as well as rules promulgated under those Acts, as the bases of the investigation. The subpoenaed Fifth Street entities are cooperating with the Division of Enforcement investigation, have been producing requested documents, and have been communicating with Division of Enforcement personnel. In connection with the matters described above and other non-recurring matters, the Company has incurred professional fees of $1,782,569 and $3,229,465 for the three months ended March 31, 2017 and March 31, 2016, respectively. Certain of the expenses associated with these matters have been covered by insurance, and the Company may seek additional reimbursements from the appropriate carriers. During the three months ended March 31, 2017, the Company recorded $4,332,024 of insurance recoveries related to previously incurred professional fees. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Payments Pursuant to Tax Receivable Agreements FSAM's purchase of Holdings LP Interests concurrent with its IPO, and the subsequent and future exchanges by holders of Holdings LP Interests for shares of FSAM's Class A common stock pursuant to the Exchange Agreement resulted in increases in its share of the tax basis of the tangible and intangible assets of Fifth Street Holdings, which increased the tax depreciation and amortization deductions that otherwise would not have been available to FSAM. These increases in tax basis and tax depreciation and amortization deductions reduce the amount of cash taxes that FSAM would otherwise be required to pay. FSAM entered into a TRA with certain limited partners of Fifth Street Holdings (the "TRA Recipients") that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that FSAM actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the TRA Recipients described above and certain other tax benefits attributable to payments under the TRA. In connection with the exchange of Holdings LP Interests on January 4, 2017, the Company recorded a deferred tax asset in the amount of $30,599,203 and an additional payable to the TRA Recipients of $26,009,323 with a corresponding increase in additional paid-in capital of $4,589,880 . As of March 31, 2017 , payments due to the TRA Recipients under the TRA totaled $62,091,926 , after this adjustment. In connection with the finalization of the 2014 tax returns in 2015, FSAM paid $340,713 , representing the initial payment associated with the TRA liability. In connection with the finalization of the 2015 tax returns in October 2016, FSAM paid $1,969,958 to the TRA Recipients. Within the next 12 month period, the Company expects to pay approximately $800,000 of the total amount of estimated TRA liability. Such amount was determined by estimating the amount of taxable income and specified deductions subject to the TRA which are expected to be realized by FSAM for the related tax year. These calculations are performed pursuant to the terms of the TRAs. Payments are anticipated to be made under the TRAs indefinitely and are due each year within 45 calendar days after the date FSAM files its federal income tax return. The payments are to be made in accordance with the terms of the TRAs. The timing of the payments is subject to certain contingencies, including the Company having sufficient taxable income to utilize all of the tax benefits, as defined in the TRAs. Obligations pursuant to the TRAs are obligations of FSAM. They do not impact the non-controlling interests in Fifth Street Holdings. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. In general, items of income, gain, loss and deduction are allocated on the basis of the limited partners' ownership interests pursuant to the Fifth Street Holdings limited partnership agreement after taking into consideration all relevant sections of the Internal Revenue Code. Other Related Party Transactions Revenues All of the Company's revenue is earned from its managed funds and accounts, including management fees, performance fees and other fees. For the three months ended March 31, 2017 and 2016, the Company earned $12,818,467 and $16,383,738 , respectively, in management fees relating to services provided to the BDCs. For the three months ended March 31, 2017 and 2016, the Company voluntarily waived $61,283 and $81,028 of management fees from the BDCs, respectively. Performance fees earned for the three months ended March 31, 2017 and 2016 were $34,587 and $25,764 , respectively. The Company also has entered into administration agreements under which the Company provides administrative services for the Fifth Street Funds, including office facilities and equipment, and clerical, bookkeeping and recordkeeping services at such facilities. Under the administration agreements, the Company also performs or oversees the performance of the BDCs' required administrative services, which includes being responsible for the financial records which the BDCs are required to maintain and preparing reports to the BDCs' stockholders and, in the case of the BDCs, reports filed with the SEC. In addition, the Company assists each of the BDCs in determining and publishing its net asset value, overseeing the preparation and filing of its tax returns and the printing and dissemination of reports to each of the BDC's stockholders, and generally overseeing the payment of each Fifth Street Fund's expenses and the performance of administrative and professional services rendered to the funds. For providing these services, facilities and personnel, the Fifth Street Funds reimburse the Company for direct fund expenses and the BDCs reimburse the Company for the allocable portion of direct expenses, as well as overhead and other expenses incurred by the Company in performing its obligations under the administration agreements, including rent and such BDC's allocable portion of the costs of compensation and related expenses of such BDC's chief financial officer and chief compliance officer and their respective staffs. Such reimbursement is at cost with no profit to, or markup by, the Company. Included in Revenues — other fees in the Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 was $2,063,277 and $1,934,422 , respectively, related to amounts charged for the above services provided to the Fifth Street Funds. The Company may also provide, on the BDCs' behalf, managerial assistance to such BDC's portfolio companies. Each of the administration agreements may be terminated by either the Company or the BDC without penalty upon 60 days' written notice to the other party. Receivables for reimbursable expenses from the Fifth Street Funds are included within Due from affiliates and totaled $2,440,815 and $3,200,688 at March 31, 2017 and December 31, 2016 , respectively. Purchases of FSC and FSFR Common Stock The Company records its investment in FSC and FSFR common stock based on the equity method of accounting, and accordingly, the unrealized gains or losses disclosed in the following table are not recorded in the consolidated financial statements. The following table provides information about the Company's investments in FSC and FSFR common stock as of March 31, 2017 at fair value. Securities Shares Cost Fair Value Gross Cumulative Unrealized Gains Gross Cumulative Unrealized Losses FSC common stock 8,399,520 $ 42,732,307 $ 38,805,782 $ — $ (3,926,525 ) FSFR common stock 2,677,519 24,151,816 23,615,718 — (536,098 ) Total 11,077,039 $ 66,884,123 $ 62,421,500 $ — $ (4,462,623 ) See Note 1 for a description of the settlements with RiverNorth and Ironsides, both of which constituted related party transactions. MMKT On December 22, 2014, FSM entered into a limited liability company agreement, as majority member, with Leonard Tannenbaum’s brother, as minority member, for the purpose of forming MMKT. The purpose of MMKT was to develop technology related to the financial services industry. FSM made a total capital contribution of $80,000 for an 80% membership interest in MMKT. In addition, MMKT issued $5,900,000 of MMKT Notes, of which $1,300,000 was held by the FSM. The Company consolidated MMKT in its consolidated financial statements based on its 80% membership interest. MMKT was dissolved on December 30, 2016. In that regard, the Company's allocable portion of the income attributable to MMKT was $1,547,603 for the three months ended March 31, 2016. FSOF As of March 31, 2017 , the Company has made capital contributions (net of redemptions) of $300,000 to FSOF through its investment in FSCO GP, which is recorded in Investments in equity method investees in the Consolidated Statements of Financial Condition. During the three months ended March 31, 2016, the Company redeemed $6.0 million of its investment in FSOF. CLO I and CLO II As of March 31, 2017 , the Company's investments in senior and subordinated notes in CLO I and CLO II totaled $2,686,529 and $20,574,130 , respectively. As of December 31, 2016 , the Company's investments in senior and subordinated notes in CLO I and CLO II totaled $2,736,140 and $20,418,922 , respectively. During the three months ended March 31, 2017 and 2016, the Company received $ 418,516 and $186,902 , respectively, of distributions from the Company's investments in senior and subordinated notes in CLO I and CLO II. Other On July 22, 2013, the Company entered into a lease agreement for office space for its headquarters in Greenwich, CT. The landlord is an entity controlled by Leonard M. Tannenbaum, the Company's chairman and chief executive officer. The lease agreement requires monthly rental payments, expires on September 30, 2024 and can be renewed at the request of the Company for two additional five year periods. Rental payments under this lease of approximately $2.0 million per year began on October 11, 2014. See Note 9 for a description of the impact of the abandonment of a portion of the Company's office space in Greenwich, CT. The Company's fractional interests in corporate aircrafts are used primarily for business purposes. Occasionally, certain of the members of management have used the aircraft for personal use. The Company charges these members of management for such personal use based on market rates. There were no such charges for the three months ended March 31, 2017 and 2016. As of March 31, 2017 and December 31, 2016 amounts due to and from affiliates were comprised of the following: As of March 31, 2017 As of December 31, 2016 Management fees receivable: Base management fees receivable - BDCs $ 9,362,862 $ 9,972,116 Part I Fees receivable - BDCs 3,213,667 4,837,944 Collateral management fees receivable - CLO I and CLO II 530,561 536,506 $ 13,107,090 $ 15,346,566 Performance fees receivable: Performance fees receivable - FSOF $ 34,587 $ 123,300 $ 34,587 $ 123,300 Due from affiliates: Reimbursed expenses due from the BDCs $ 2,005,231 $ 2,803,949 Reimbursed expenses due from private funds 435,584 396,739 Due from employees 40,008 122,810 Other amounts due from affiliated entities 75,379 82,423 $ 2,556,202 $ 3,405,921 Due to affiliates: Stock appreciation rights liability $ 32,241 $ 30,412 $ 32,241 $ 30,412 |
Equity and Equity-based Compens
Equity and Equity-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity and Equity-based Compensation | Equity and Equity-based Compensation FSAM Ownership Structure Subsequent to the Reorganization and IPO as described in Note 1, FSAM has two classes of common stock, Class A common stock and Class B common stock, which are described as follows: Class A common stock Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon dissolution, liquidation or the sale of all or substantially all of the Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock would be entitled to receive the Company's remaining assets available for distribution on pro rata basis. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. Class B common stock Holders of Class B common stock are entitled to five votes for each share held of record on all matters submitted to a vote of stockholders. Shares of Class B common stock have voting but no economic rights and were issued in equal proportion to the number of Holdings LP Interests issued in the Reorganization to the Principals. Holders of Class B common stock do not have any right to receive dividends (other than dividends consisting of shares of Class B common stock or in rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of Class B common stock) or to receive a distribution upon the dissolution, liquidation or sale of all or substantially all of the Company's assets with respect to their Class B common stock other than the par value of the Class B common stock held. FSAM's amended and restated certificate of incorporation does not provide for any restrictions on transfer of shares of Class B common stock, however, in the event that an outstanding share of Class B common stock ceases to be held by a holder of a corresponding Holdings LP Interest, such share shall automatically be retired and canceled. In addition, when a Holdings LP Interest is exchanged for a share of Class A common stock by a Principal, the corresponding share of Class B common stock will be retired and canceled. Preferred Stock FSAM's amended and restated certificate of incorporation authorizes its Board of Directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by holders of Class A common stock. FSAM's Board of Directors is able to determine, with respect to any series of preferred stock, the terms and rights of the series of preferred stock. FSAM could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of its stockholders may believe is in their best interests or in which they may receive a premium for their Class A common stock over the market price of the Class A common stock. Dividends The following table reflects the dividends per share that the Company has recorded on its common stock for the three months ended March 31, 2017 and March 31, 2016: Date Declared Record Date Payment Date Amount Cash March 20, 2017 March 31, 2017 April 14, 2017 $ 0.125 $1.9 million Total for the three months ended March 31, 2017 $ 0.125 $1.9 million March 14, 2016 March 31, 2016 April 15, 2016 $ 0.10 $0.6 million Total for the three months ended March 31, 2016 $ 0.10 $0.6 million Share Repurchase Program On May 11, 2016, the Company's Board of Directors authorized a share repurchase program for the repurchase of up to $20.0 million of the Company's Class A common stock. Under the repurchase program, the Company is authorized to repurchase shares through open market purchases or block trades, as conditions permit and in accordance with Rule 10b-18 of the Exchange Act. The repurchase program terminated on May 11, 2017. During the three months ended March 31, 2017, there were no repurchases of shares of Class A common stock pursuant to this program. Equity-based Compensation Prior to the Reorganization, the Company historically had fee sharing arrangements whereby certain employees or members were granted interests to a share of Part I Fees. Upon consummation of the Reorganization such interests were exchanged for Holdings LP Interests. In addition, upon consummation of the IPO, the Company granted certain equity instruments to Holdings Limited Partners, employees and directors. Conversion and Vesting of Member Interests in Predecessor and Fifth Street Holdings L.P. On November 4, 2014, in connection with the Reorganization, existing interests held by the members of the Predecessor were exchanged for Holdings LP Interests. As part of this exchange, one of the members' Holdings LP Interests became immediately vested and expensed in full and the other members' vesting was modified and their Holdings LP Interests vest over a period of eight years from the IPO. There was no change in the fair value of these converted interests as a result of the modification in vesting. The partnership agreement provides that if a Holdings Limited Partner, other than a Principal, (i) resigns from his or her employment with the Company without good reason or is terminated for cause, the unvested portion of such person’s Holdings LP Interests shall be subject to call or forfeited, as described below, (ii) is terminated without cause, resigns from his or her employment with good reason or becomes disabled, all of the unvested portion of such person’s Holdings LP Interests shall immediately vest, or (iii) becomes deceased, all of such person’s Holdings LP Interests will vest. Messrs. Tannenbaum, Berman and Dimitrov may purchase any unvested Holdings LP Interests subject to forfeiture for $0.01 per Holdings LP Interest. This call right may be exercised by Messrs. Tannenbaum, Berman and Dimitrov on a pro rata basis based on the number of Holdings LP Interests held by them. The Holdings LP Interests of the Principals are not subject to vesting arrangements and not subject to call or forfeiture. The Principals were not permitted to exchange their Holdings LP Interests until November 4, 2016, which was the second anniversary of the closing of the IPO, after which time each Principal is permitted to exchange up to 20% of the remaining Holdings LP Interests that he owns and an additional 20% of such remaining Holdings LP Interests on or after each of the next four anniversaries of the Company's IPO. The foregoing restrictions on an exchange by the Principals will not apply in connection with a change of control of the Company. On January 4, 2017, pursuant to the terms of the above exchange agreement, a director of the Company and certain other Holdings Limited Partners exchanged an aggregate of 8,772,450 limited partnership interests of Fifth Street Holdings for shares of the Company’s Class A common stock on a one -for-one basis and, in the case of the Principals, submitted to the Company 8,571,370 shares of the Company’s Class B common stock for cancellation. The following table summarizes the amortization of unrecognized compensation expense for the three months ended March 31, 2017 and 2016 with respect to the Company's Holdings LP Interests which are equity classified awards: Balance at December 31, 2016 $ 1,798,921 Amortization of Holdings LP Interests (77,097 ) Balance at March 31, 2017 $ 1,721,824 Balance at December 31, 2015 7,016,286 Amortization of Holdings LP Interests (256,693 ) Balance at March 31, 2016 $ 6,759,593 As of March 31, 2017 , unrecognized compensation cost in the amount of $1,721,824 relating to these equity-based awards is expected to be recognized over a period of approximately 5.7 years . 2017 Equity Grants to Senior Management On January 3, 2017, the Company granted 287,770 restricted stock units, or RSUs, to Patrick J. Dalton, Former Co-President of the Company. The RSUs granted to Mr. Dalton were to vest in installments of one-fourth on each of the first four anniversaries of the grant date. Also, on January 3, 2017, the Company granted Mr. Dalton two option awards to purchase an aggregate of 1,000,000 shares of the Company’s Class A common stock. The first was an option to purchase 750,000 shares of Class A common stock that was to vest in equal installments of one-third on each of the first three anniversaries of the grant date, subject to Mr. Dalton’s continued employment, and has a five -year term. The second was an option to purchase 250,000 shares of Class A common stock that was to vest in full on the fourth anniversary of the grant date, subject to Mr. Dalton’s continued employment, and has a six -year term. All of the options were granted with an exercise price equal to $6.95 , which was the closing price of the Company’s Class A common stock on the date of grant. See Note 14 for additional information on the separation of Mr. Dalton and the treatment of his equity grants in connection therewith. On January 12, 2017, the Company granted an aggregate of 637,252 RSUs to the following individuals and in the following amounts: 432,519 RSUs to Mr. Leonard M. Tannenbaum, Chairman and Chief Executive Officer of the Company; 97,863 RSUs to Mr. Bernard D. Berman, Co-President and Chief Compliance Officer of the Company; 76,336 RSUs to Alexander C. Frank, Chief Operating Officer and Chief Financial Officer of the Company and 30,534 to two other employees. Each RSU represents the contingent right to receive one share of Class A common stock of the Company. The RSUs granted to these individuals vest in installments of one-third on each of the first three anniversaries of the grant date. No later than 60 days following each vesting date, one share of Class A common stock of the Company shall be issued for each RSU that becomes vested on such vesting date. The RSUs are subject to acceleration or forfeiture in certain limited circumstances. Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan In connection with the IPO, FSAM's Board of Directors adopted the 2014 Omnibus Incentive Plan pursuant to which the Company granted options to its non-employee directors, executive officers and other employees to acquire 5,658,970 shares of Class A common stock, 1,174,748 RSUs to be settled in shares of Class A common stock and 90,500 stock appreciation rights to be settled in cash. During the three months ended March 31, 2017 and 2016, there were additional grants under the 2014 Omnibus Incentive Plan as discussed below. Equity-based compensation expense related to grants under the 2014 Omnibus Incentive Plan is as follows: Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 RSUs to be settled in Class A common stock $ 826,750 $ 770,843 Options to acquire shares of Class A common stock 185,956 631,782 Stock appreciation rights to be settled in cash 1,829 2,039 Total $ 1,014,535 $ 1,404,664 RSUs Each RSU represents an unfunded, unsecured right of the holder to receive a Class A common share on the vesting dates. The RSUs do not vest for three years and subsequently vest at a rate of one-third per year on the fourth, fifth and sixth anniversary of the grant date. These awards will become saleable at a rate of one-quarter (¼) per year, beginning on the sixth, seventh, eighth and ninth anniversary of the grant date. Upon vesting, shares of Class A common stock will be delivered to the participant. Additionally, when the Company pays dividends on its outstanding shares of Class A common stock, the holder of the RSUs will be credited with dividend equivalents. For stock dividends, the dividend equivalents will be in the form of additional RSUs. For cash dividends, the dividend equivalents will be in the form of cash (without interest or earnings). Dividend equivalents are subject to the same terms and conditions as the original restricted stock unit award, and are not paid until the vesting and settlement of the underlying shares of Class A common stock to which such dividend equivalents relate. During the three months ended March 31, 2017, the Company granted 925,022 RSUs to members of senior management as discussed above. During the three months ended March 31, 2016, the Company granted 156,740 RSUs to employees under substantially similar terms to the IPO grant. For the three months ended March 31, 2017 and 2016, the Company declared cash dividends of $0.125 and $0.10 per share, respectively, and accrued dividends in the amount of $213,677 and $134,104 , respectively, related to unvested RSUs which are forfeitable. The following table presents unvested RSUs' activity for the three months ended March 31, 2017: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Balance at December 31, 2016 805,037 $ 15.56 Granted 925,022 6.67 Vested — — Forfeited (20,641 ) 17.00 Balance at March 31, 2017 1,709,418 $ 10.73 Compensation expense associated with these RSUs is being recognized on a straight-line basis over the service period of the respective grant. The total compensation expense expected to be recognized in all future periods associated with the RSUs is $13,117,204 at March 31, 2017 , which is expected to be recognized over the remaining weighted average period of approximately 3.5 years . Options Each option entitles the holders to purchase from the Company, upon exercise thereof, one share of Class A common stock at the stated exercise price. Since all options granted prior to fiscal 2016 either restrict saleability upon vesting or have strike prices in excess of the IPO price, the use of standard option pricing models such as Black-Scholes is precluded by ASC Topic 718, Compensation - Stock Compensation . As such, the Company has utilized a Monte Carlo pricing simulation, a statistical pricing technique or similar method to measure the fair value of option awards on the date of grant. During the three months ended March 31, 2017, options to purchase 1,010,000 shares of Class A Common Stock, at an exercise price equal to the closing stock price on the date of grant were granted to senior management and members of the board of directors. Such options vest in one year. The fair value of these option grants was measured on the date of grant using the Black-Scholes option-pricing model and the following assumptions: Risk-free interest rate 1.61% - 1.94% Expected dividend yield 7.85 % Expected volatility factor 56.49% - 59.24% Expected life in years 3.5 - 5.0 A summary of unvested options activity for the three months ended March 31, 2017 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Balance at December 31, 2016 1,558,013 $ 18.21 7.7 Granted 1,010,000 6.95 5.3 Vested (20,000 ) 3.28 4.0 Forfeited (113,821 ) 18.70 7.6 Balance at March 31, 2017 2,434,192 $ 13.91 7.2 Exercisable at March 31, 2017 2,940,175 $ 18.62 2.5 $ 36,400 Expected to vest after March 31, 2017 2,434,192 $ 13.91 7.2 $ 2,300 Aggregate intrinsic value represents the value of the Company's closing share price on the last trading day of the quarter in excess of the weighted average exercise price multiplied by the number of options exercisable or expected to vest. As of March 31, 2017 , the Company's closing share price was lower than the weighted average exercise price of the options exercisable or expected to vest. As a result, the options are out of the money and have no intrinsic value. Compensation expense associated with these options is being recognized on a straight-line basis over the service period of the respective grant. As of March 31, 2017 , there was $3,227,580 of total unrecognized compensation expense that is expected to be recognized over the remaining weighted average period of approximately 3.5 years . Stock Appreciation Rights (“SARs”) Each SAR represents an unfunded, unsecured right of the holder to receive an amount in cash equal to the excess of the closing price of a share of Class A common stock over the exercise price. The SARs terms and conditions are substantially similar to the provisions of the IPO option grants discussed above and had a grant date fair value of $1.78 per unit and vest six years after grant. All of the currently outstanding SARs were issued in connection with the IPO. Upon vesting, they will be settled in cash. The fair value of the SARs are re-measured each reporting period until settlement and changes in fair value are charged to compensation expense as the SARs vest over the remaining service period. The amount of the adjustment has been derived based on a grant date fair value using the IPO price of $17.00 per share, multiplied by the number of unvested shares, and expensed over the six year service period. Additionally, the calculation of the expense assumes a forfeiture rate of 5% . The total compensation expense expected to be recognized in all future periods associated with the SARs, is approximately $44,638 . A summary of unvested SARs activity during the period for the three months ended March 31, 2017 and 2016 is presented below: SARs Weighted Average Grant Date Fair Value Per SAR Balance at December 31, 2016 44,000 $ 1.78 Granted — — Vested — — Forfeited (2,000 ) 1.78 Balance at March 31, 2017 42,000 $ 1.78 Balance at December 31, 2015 71,000 $ 1.78 Granted — — Vested — — Forfeited (13,500 ) 1.78 Balance at March 31, 2016 57,500 $ 1.78 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to November 4, 2014, the Company had not been subject to U.S. Federal income taxes as the Predecessor was organized as a limited liability company. As a result of the Reorganization and IPO, the portion of Fifth Street Holdings income attributable to FSAM is now subject to U.S. Federal, state and local income taxes and is taxed at the prevailing corporate tax rates. The Company's effective tax rate includes a rate benefit attributable to the fact that certain of the Company's subsidiaries operate as a series of pass-through entities which are not themselves subject to federal income tax. As a result of the Reorganization, certain subsidiaries were converted from pass-through entities to taxable entities. Accordingly, the portion of the Company's subsidiaries' earnings attributable to non-controlling interests are subject to tax when reported as a component of the non-controlling interests' taxable income on their individual tax returns. The Company’s provision for income taxes consists of Federal, state and local taxes in amounts necessary to align the Company’s year-to-date provision for income taxes with the effective tax rate that the Company expects to achieve for the full year. During the three months ended March 31, 2017, the Company increased the tax rate at which it anticipates realizing certain deferred tax assets related to the tax basis of certain intangible assets. Such adjustment, in the amount of $108,645 , was recorded as a discrete adjustment and is included in the provision for income taxes in the Consolidated Statements of Operations. Additionally, the Company reduced its payable to TRA recipients by $92,348 , which is included in Other income (expense) in the Consolidated Statements of Operations. Deferred tax assets are primarily the result of an increase in the tax basis of certain intangible assets resulting from FSAM's investment in Fifth Street Holdings. Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of FSAM's proportionate share of the net assets of Fifth Street Holdings. Based on the Company's historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income, with the exception of $494,623 of net operating losses limited by IRC Section 382. As a result, a valuation allowance of $172,934 related to the Internal Revenue Code ("IRC") Section 382 limited net operating loss was recorded in the period. The income tax provision for 2017 reflects an annual effective tax rate of 10.6% . The difference between the annual effective rate of 10.6% and the statutory Federal rate of 34% primarily relates to state taxes and pass-through entity income not subject to income taxes. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual tax rate could differ from current estimates. Actual provision expense may vary from the annual effective rate for discrete items recorded in the period. During the period, the Company recorded discrete items related to equity compensation, increase in state tax rate and a valuation allowance related to IRC Section 382 limited net operating losses, resulting in an actual tax rate for the period of 13.0% . In connection with the exchange of Holdings LP Interests on January 4, 2017, the Company recorded a deferred tax asset in the amount of $30,599,203 and an additional payable to the TRA Recipients of $26,009,323 with a corresponding increase in additional paid-in capital of $4,589,880 . Additionally, the exchange of Holdings LP interest resulted in a change in ownership pursuant to IRC Section 382. The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. Fifth Street Holdings is not subject to federal income taxes as it is a flow-through entity. With respect to state and local jurisdictions, the Company and its subsidiaries are typically subject to examination for four to five years after the income tax returns have been filed. The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the three months ended March 31, 2017. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the Provision for Income Taxes. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share ("EPS") measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options and RSUs. The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Numerator for basic net income (loss) per share of Class A common stock: Net income (loss) attributable to FSAM $ 1,595,129 $ (1,231,945 ) Numerator for diluted net income (loss) per share of Class A common stock: Net income (loss) attributable to FSAM $ 1,595,129 $ (1,231,945 ) Dilutive effects of MMKT Notes — (128,112 ) Net income (loss) available to Class A common stockholders $ 1,595,129 $ (1,360,057 ) Denominator for basic net income (loss) per share of Class A common stock: Weighted average shares of Class A common stock outstanding 15,224,235 5,798,614 Denominator for diluted net income (loss) per share of Class A common stock: Weighted average shares of Class A common stock outstanding 15,224,235 5,798,614 Dilutive effects of RSUs 24,509 — Dilutive effects of options to acquire shares of Class A common stock 22,043 — Weighted average shares of Class A common stock outstanding - diluted 15,270,787 5,798,614 Earnings per share of Class A common stock: Net income (loss) attributable to FSAM per share of Class A common stock, basic $ 0.10 $ (0.21 ) Net income (loss) attributable to FSAM per share of Class A common stock, diluted $ 0.10 $ (0.23 ) Shares of Class B common stock have no impact on the calculation of net income per share of Class A common stock as holders of Class B common stock do not participate in net income or dividends, and thus, shares of the Class B common stock are not participating securities. The treasury stock method is used to calculate incremental Class A common shares on potentially dilutive Class A common shares resulting from options and unvested RSUs granted in connection with the IPO. Potentially dilutive securities representing an incremental 1,619,418 RSUs and 5,314,367 options to acquire Class A common stock for the three months ended March 31, 2017 were excluded from the computation of diluted earnings per Class A common share for the period because their impact would have been anti-dilutive. Potentially dilutive securities representing an incremental 1,341,035 RSUs and 5,468,745 options to acquire Class A common stock for the three months ended March 31, 2016 were excluded from the computation of diluted earnings per Class A common share for the period because their impact would have been anti-dilutive. For the three months ended March 31, 2016, the if-converted method was used to calculate the dilutive effect of the MMKT Notes. For the three months ended March 31, 2017 and 2016, diluted earnings per share excludes the assumed conversion of Holdings LP interests as their impact would have been anti-dilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 4, 2017, Patrick J. Dalton resigned as Co-President of FSAM. Pursuant to a separation agreement and general release, Mr. Dalton is entitled to $1,250,000 in cash payment. In addition, 214,704 RSUs (and any unvested accumulated dividend equivalents thereupon) were forfeited. The remaining 73,066 RSUs (and any unvested accumulated dividend equivalents thereupon) held by Mr. Dalton will vest upon our release of earnings for the quarter ended March 31, 2017. In addition, 186,524 of Mr. Dalton’s six -year options and 559,570 of his five -year options were forfeited. The remaining 63,476 six -year options and 190,430 five -year options continue to be outstanding and will vest in accordance with the terms of the January 3, 2017 grant agreement. On May 11, 2017, Fifth Street Holdings entered into a supplement to an earlier amendment to its credit facility to, among other things, (i) provide that the assets under management of any CLO Management subsidiary shall not be excluded from the calculation of assets under management until after June 30, 2017, (ii) reduce the aggregate revolver commitments of the lenders from $146 million to $100 million , (iii) restrict Fifth Street Holdings from making future requests for advances under the credit facility, (iv) generally restrict the payment of any dividends or distributions to the limited partners of Fifth Street Holdings, including FSAM, other than certain limited exceptions, including tax distributions, (v) require that 75% of the net proceeds (after applicable taxes, fees and expenses) of any non-ordinary course sale of any asset, including the CLO business, be used to prepay amounts outstanding under the credit facility and (vi) require that Fifth Street Holdings and the other loan parties pledge their unencumbered assets to secure the obligations under the credit facility by June 30, 2017. On May 15, 2017, Fifth Street Holdings entered into the Limited Guaranty and Contribution Agreement (the “Limited Guaranty”) with Mr. Leonard Tannenbaum, a limited partner of Fifth Street Holdings, whereby, in the event of an acceleration of Fifth Street Holdings’ credit facility, Mr. Tannenbaum agreed to backstop any shortfall in the funds and assets available to Fifth Street Holdings and the other guarantors to repay the outstanding obligations under the credit facility, in the form of an equity contribution or a loan to Fifth Street Holdings. In exchange, Fifth Street Holdings agreed to pay Mr. Tannenbaum reasonable consideration in amounts to be determined by the audit committee of the board of directors of FSAM. The Limited Guaranty will terminate upon the earliest to occur of (i) August 15, 2018, (ii) the mutual agreement of the parties (subject to approval of the majority of the independent directors of FSAM), (iii) repayment of the credit facility, (iv) any change of control of Fifth Street Holdings or FSAM and (v) any material amendment, waiver or other modification of the credit facility. |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and the requirements for reporting on Form 10-K and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the consolidated financial statements have been made. All significant intercompany transactions and balances have been eliminated in consolidation. For the periods presented herein, total comprehensive income (loss) is equivalent to net income (loss), and accordingly, no statements of comprehensive income (loss) are presented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and entities in which it, directly or indirectly, is determined to have a controlling financial interest under ASC Topic 810, as amended by ASU No. 2015-02. Under the variable interest model, the Company determines whether, if by design, an entity has equity investors who lack substantive participating or kick-out rights. If equity investors do not have such rights, the entity is considered a variable interest entity ("VIE") and must be consolidated by its primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company's involvement, through holding interests directly or indirectly in the entity, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. Under the consolidation guidance, the Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continually. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective investment funds could affect an entity's status as a VIE or the determination of the primary beneficiary. At each reporting date, the Company assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly. For equity investments where the Company does not control the investee, and where it is not the primary beneficiary of a VIE, but can exert significant influence over the financial and operating policies of the investee, the Company follows the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of its investees requires significant judgment based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, the terms and structure of the investment agreement, including investor voting or other rights, the terms of the Company's investment advisory agreement or other agreements with the investee, any influence the Company may have on the governing board of the investee, the legal rights of other investors in the entity pursuant to the fund’s operating documents and the relationship between the Company and other investors in the entity. Consolidated Variable Interest Entities Fifth Street Holdings FSAM is the sole general partner of Fifth Street Holdings and, as such, it operates and controls all of the business and affairs of Fifth Street Holdings and its wholly-owned subsidiaries. Under ASC 810, Fifth Street Holdings meets the definition of a VIE because the limited partners do not hold substantive kick-out or participating rights. Since FSAM has the obligation to absorb expected losses and the right to receive benefits that could be significant to Fifth Street Holdings and is the sole general partner, FSAM is considered to be the primary beneficiary of Fifth Street Holdings. The assets of Fifth Street Holdings can be used to settle the obligations of FSAM based on the discretion of FSAM in its capacity as the general partner of Fifth Street Holdings. As a result, the Company consolidates the financial results of Fifth Street Holdings and its wholly-owned subsidiaries and records the economic interests in Fifth Street Holdings held by the limited partners other than FSAM as "Non-controlling interests" on the Consolidated Statements of Financial Condition and "Net (income) loss attributable to non-controlling interests" on the Consolidated Statements of Operations. Voting Interest Entities Entities that are not VIEs are generally evaluated under the voting interest model. The Company consolidates voting interest entities that it controls through a majority voting interest or through other means. Unconsolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated because the Company is not deemed the primary beneficiary. The Company's interest in such entities generally is in the form of direct interests and fixed fee arrangements. The maximum exposure to loss represents the potential loss of assets by the Company relating to these non-consolidated entities. The Company's interests in these non-consolidated VIEs and their respective maximum exposure to loss relating to non-consolidated VIEs as of March 31, 2017 is $24,515,965 , which represents the fair value of the Company's investments and related fee receivables for unconsolidated VIEs at such date. CLOs In February 2015, the Company closed a securitization of the senior secured loans warehoused in Fifth Street Senior Loan Fund I, LLC ("CLO I"). In September 2015, Fifth Street Senior Loan II, LLC merged into Fifth Street SLF II Ltd. ("CLO II"), and the Company closed a securitization of the senior secured loans previously warehoused in Fifth Street Senior Loan Fund II, LLC. CLO Management, a wholly owned-consolidated subsidiary of Fifth Street Holdings, is the collateral manager of CLO I and CLO II (collectively referred to as the "CLOs"), and as such, it operates and controls all of the business and affairs of the CLOs. Under ASC 810, the CLOs meet the definition of a VIE because the total equity at risk is not sufficient to finance their activities. The Company determined that it did not have an obligation to absorb expected losses that could be significant to the CLOs. Therefore, the Company is not considered to be the primary beneficiary of the CLOs and, accordingly, does not consolidate their financial results. As of March 31, 2017 , investments held by the Company in the senior secured and subordinated notes of the CLOs are included within "Beneficial interests in CLOs at fair value" on the Consolidated Statements of Financial Condition. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions affecting amounts reported in the consolidated financial statements and accompanying notes. The most significant of these estimates are related to: (i) the valuation of equity-based compensation, (ii) the estimate of future taxable income, which impacts the carrying amount of the Company’s deferred income tax assets, (iii) the determination of net tax benefits in connection with the Company's tax receivable agreements, (iv) the valuation of the Company's investments, (v) the measurement of asset and liabilities associated with exit and disposal activities related to the abandonment of office space, (vi) the calculation of interest income accreted on beneficial interests in CLOs and (vii) the accretion of the residual excess of the Company's share of FSC and FSFR's net assets over its cost basis. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions and conditions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. For the three months ended March 31, 2017 and 2016, substantially all revenues and receivables were earned or derived from advisory or administrative services provided to the BDCs and other affiliated entities. The Company is dependent on its chief executive officer, Leonard M. Tannenbaum, who holds approximately 86% of the combined voting power of the Company through his ownership of shares of common stock. If for any reason the services of the Company's chief executive officer were to become unavailable, there could be a material adverse effect on the Company's operations, liquidity and profitability. |
Fair Values Measurements | Fair Value Measurements The carrying amounts of cash, management fees receivable, performance fees receivable, prepaid expenses, insurance recovery receivable, due from/to affiliates, accounts payable and accrued expenses, accrued compensation and benefits, income taxes payable, legal settlement payable and dividends payable approximate fair value due to the immediate or short-term maturity of these financial instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. The Company places its cash and cash equivalents with U.S. financial institutions and, at times, amounts may exceed federally insured limits. The Company monitors the credit standing of these financial institutions. |
Equity Method Investments | Equity Method Investments Investments over which the Company exercises significant influence, but which do not meet the requirements for consolidation, are accounted for using the equity method of accounting, whereby the Company records its share of the underlying income or losses of equity method investees. The Company did not elect the fair value option on its equity method investments. Investments in equity method investees consists of the Company's general partner interests in an unconsolidated fund and investments in FSC and FSFR common stock. The Company exercises significant influence with respect to this fund and the BDCs as a result of its management contracts with them, and specifically with respect to the BDCs, its representation on the board of directors. |
Beneficial Interest in CLOs | Beneficial Interest in CLOs Beneficial interests in CLOs meet the definition of a debt security under ASC Topic 325-40, Beneficial Interest in Securitized Financial Assets. Income from the beneficial interest in CLOs is recorded using the effective interest method based upon an estimation of an effective yield to maturity utilizing assumed cash flows. The Company monitors the expected residual payments, and effective yield is determined and updated periodically, as needed. Any distributions received from the beneficial interests in CLOs in excess of the calculated income using the effective yield are treated as a reduction of the cost. |
Fair Value Option | Fair Value Option The Company has elected the fair value option, upon initial recognition, for all beneficial interests in CLOs, which had a cost of $24,049,823 as of March 31, 2017. There were $194,270 of unrealized gains recorded on beneficial interests in CLOs for the three months ended March 31, 2017 . There were $848,264 of unrealized losses recorded on beneficial interests in CLOs for the three months ended March 31, 2016. The fair value option permits the irrevocable election of fair value on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company believes that by electing the fair value option for these financial instruments, it provides consistent measurement with its peers in the asset management industry. Changes in the fair value of these assets and liabilities and related interest income/expense are recorded within "Other income (expense)" in the Consolidated Statements of Operations. Refer to Note 4 for a description of valuation methodologies for the beneficial interests in CLOs. |
Derivative Instruments | Derivative Instruments Derivative instruments include warrant and swap contracts issued in connection with the RiverNorth settlement. The derivative instruments are not designated as hedging instruments and are carried at fair value. Changes in fair value are recorded within "Unrealized gain (loss) on derivatives" and upon settlement of a derivative instrument, the Company records a "Realized gain (loss) on derivatives" in the Consolidated Statements of Operations. See Note 3 for quantitative disclosures regarding derivative instruments. |
Fixed Assets | Fixed Assets Fixed assets consist of furniture, fixtures and equipment (including automobiles, computer hardware and purchased software), software developed for internal use and leasehold improvements, and are recorded at cost, less accumulated depreciation and amortization. Depreciation of furniture, fixtures and equipment is computed using the straight-line method over the estimated useful lives of the respective assets ( three to eight years). Software developed for internal use, which is amortized over three years , consists of costs incurred during the application development stage of software developed for the Company's proprietary use and includes costs of Company personnel who are directly associated with the development. Amortization of improvements to leased properties is computed using the straight-line method based upon the initial term of the applicable lease or the estimated useful life of the improvements, whichever is shorter, and ranges from five to 10 years. Routine expenditures for repairs and maintenance are charged to expense when incurred. Major betterments and improvements are capitalized. Upon retirement or disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Consolidated Statements of Operations. The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset's carrying value may not be fully recovered. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs, which consist of fees and expenses paid in connection with the closing of Fifth Street Holdings' credit facility, are capitalized at the time of payment. Deferred financing costs are amortized using the straight line method over the term of the credit facility and are included in interest expense on the Consolidated Statements of Operations. |
Deferred Rent | Deferred Rent The Company recognizes rent expense on a straight-line basis over the expected lease term. Within the provisions of certain leases, there are free rent periods and escalations in payments over the base lease term. The effects of these items have been reflected in rent expense on a straight-line basis over the expected lease term. Landlord contributions and tenant allowances are included in the straight-line calculations and are being deferred over the lease term and are reflected as a reduction in rent expense. |
Revenue Recognition | Revenue Recognition The Company has three principal sources of revenues: management fees, performance fees and other fees. These revenues are derived from the Company's agreements with the funds it manages, primarily the BDCs. The investment advisory agreements on which revenues are based are generally renewable on an annual basis by the general partner or the board of directors of the respective funds. Management Fees Management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or principal amount of the investment portfolios managed by the Company. All management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy and range from 0.40% to 1.75% for base management fees, which are asset or capital-based. Management fees from affiliates also include quarterly incentive fees on the net investment income from the BDCs ("Part I Fees"). Part I Fees are generally equal to 20.0% of the BDCs' net investment income (before Part I Fees and performance fees payable based on capital gains), subject to fixed "hurdle rates" or preferred returns, as defined in the respective investment advisory agreement. No fees are recognized until the BDCs' net investment income exceeds the respective hurdle rate, with a "catch-up" provision that serves to ensure the Company receives 20.0% of the BDCs' net investment income from the first dollar earned. Such fees are classified as management fees as they are paid quarterly, predictable and recurring in nature, not subject to repayment (or clawback) and cash settled each quarter. Management fees from affiliates are recognized as revenue in the period investment advisory services are rendered, subject to the Company's assessment of collectability. On March 20, 2017, Fifth Street Management entered into a new investment advisory agreement with FSC, which, effective as of January 1, 2017, (i) decreased the quarterly preferred return to 1.75% on the income portion of the incentive fee and (ii) implemented a total return requirement that may decrease the incentive fee payable to Fifth Street Management by 25% per quarter to the extent that FSC’s cumulative incentive fees over a lookback period of up to 12 quarters exceed 20.0% of FSC's cumulative net increase in net assets resulting from operations. Performance Fees Performance fees are earned from the funds managed by the Company based on the performance of the respective funds. The contractual terms of performance fees vary by fund structure and investment strategy and are generally 15.0% to 20.0% of investment performance. The Company has elected to adopt Method 2 of ASC 605-20, Revenue Recognition for Revenue Based on a Formula. Under this method, the Company recognizes revenue based on the respective fund's performance during the period, subject to certain hurdles or benchmarks. The performance fees for any period are based upon an assumed liquidation of the fund's net assets on the reporting date, and distribution of the net proceeds in accordance with the fund's income allocation provisions. The performance fees may be subject to reversal to the extent that the performance fees recorded exceed the amount due to the general partner or investment manager based on a fund's cumulative investment returns. Performance fees related to the BDCs ("Part II Fees") are calculated and payable in arrears as of the end of each fiscal year of the BDCs and equal 20.0% of the BDCs' realized capital gains, if any, on a cumulative basis since inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Part II fees. Other Fees The Company also provides administrative services to the Fifth Street Funds. These fees are reported within Revenues - Other fees in the Consolidated Statements of Operations. These fees generally represent reimbursable compensation, overhead and other expenses incurred by the Company on behalf of the funds. The Company is considered the principal under these arrangements and is required to record the expense and related reimbursement revenue on a gross basis. |
Compensation and Benefits | Compensation and Benefits Compensation generally includes salaries, bonuses, severance and equity-based compensation charges. Bonuses are accrued over the service period to which they relate. Retention Bonus Agreements During the year ended December 31, 2016, the Company entered into retention bonus agreements in the amount of $2,307,000 with certain key employees, all of which has been expensed as of March 31, 2017. Included in compensation expense for the three months ended March 31, 2017 is $674,314 of amortization related to these agreements. There were no retention bonuses forfeited during the three months ended March 31, 2017. Severance Agreements The Company has entered into various severance and change in control agreements with certain key employees, which provide for the payment of severance and other benefits to each participant in the event of a termination without cause or for good reason, and in certain cases, the payment of a cash bonus upon the occurrence of a change in control event. The amounts of such payments and benefits vary by employee. The Company records expenses related to such severance and change in control agreements by employee if, and when, a termination or change in control event occurs. Included in compensation expense for the three months ended March 31, 2017 and 2016 is $114,466 and $339,821 , respectively, related to these severance arrangements. Equity-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. Under the fair value recognition provision of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period. The Company recognizes expense related to equity-based compensation transactions in which it receives employee services in exchange for: (a) equity instruments of the Company or (b) liabilities that are based on the fair value of the Company's equity instruments. Equity-based compensation expense represents expenses associated with the: (i) granting of Part I Fee-sharing arrangements prior to the Reorganization; (ii) conversion of and acceleration in vesting of interests in the Predecessor in connection with the Reorganization; and (iii) the granting of restricted stock units, options to purchase shares of FSAM Class A common stock and stock appreciation rights granted. The value of the award is amortized on a straight-line basis over the requisite service period and is included within "Compensation and benefits" (except for grants to non-employees which are included in "General, administrative and other expenses") in the Company’s Consolidated Statements of Operations. Effective January 1, 2016, the Company elected to early adopt ASU 2016-09. The primary impact of the Company's adoption was limited to the accounting for forfeitures of certain stock based awards, which is adopted on a modified retrospective basis. Upon adoption, the Company no longer estimates forfeitures. Rather, the Company has elected to account for forfeitures as they occur. The Company records deferred tax assets or liabilities for equity compensation plan awards based on deductions for income tax purposes of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company is expected to receive a tax deduction. In addition, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company's income tax returns are recorded as an adjustment to the provision (benefit) for income taxes on the Consolidated Statements of Operations. |
Income Taxes | Income Taxes Fifth Street Holdings complies with the requirements of the Internal Revenue Code that are applicable to limited partnerships, which allow for the complete pass-through of taxable income or losses to Fifth Street Holdings limited partners, including FSAM, who are individually responsible for any federal tax consequences. The tax provision includes the income tax obligation related to FSAM's allocated portion of Fifth Street Holdings' income, which is net of any tax incurred at Fifth Street Holdings' subsidiaries that are subject to income tax. Also, as a result of the Reorganization, certain subsidiaries were converted from pass-through entities to taxable entities. Accordingly, the portion of the Company's subsidiaries' earnings attributable to non-controlling interests are subject to tax when reported as a component of the non-controlling interests' taxable income on their individual tax returns. The Company accounts for income taxes under the asset and liability method prescribed by ASC Topic 740, Income Taxes. As a result of the Company's acquisition of limited partnership interests in Fifth Street Holdings, the Company expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis in the acquired assets. Those deductions will be used by the Company and will be taken into account in determining the Company's taxable income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Operations. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties associated with tax matters such as franchise tax liabilities, if applicable, as general and administrative and other expenses. |
Class A Earnings per Share | Class A Earnings per Share The Company computes basic earnings per share attributable to FSAM’s Class A common stockholders by dividing income attributable to FSAM by the weighted average Class A common shares outstanding for the period. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company's earnings. Potentially dilutive securities include outstanding options to acquire Class A common shares, unvested restricted stock units, warrants issued to RiverNorth, MMKT Notes and Fifth Street Holdings limited partnership interests which are exchangeable for shares of Class A common stock. The dilutive effect of stock options and restricted stock units is reflected in diluted earnings per share of Class A common stock by application of the treasury stock method. Under the treasury stock method, if the average market price of a share of Class A common stock increases above the option's exercise price, the proceeds that would be assumed to be realized from the exercise of the option would be used to acquire outstanding shares of Class A common stock. The dilutive effect of awards is directly correlated with the fair value of the shares of Class A common stock. However, the awards may be anti-dilutive when the market price of the underlying shares exceeds the option's exercise price. This result is possible because the compensation expense attributed to future services but not yet recognized is included as a component of the assumed proceeds upon exercise. |
Loss Contingencies and Insurance Recoveries | Loss Contingencies and Insurance Recoveries In accordance with ASC Topic 450, an estimated loss from a loss contingency is accrued if it is determined that it is probable that a liability has been incurred at the reporting date and the amount can be reasonably estimated. Insurance claims for loss recoveries generally are recognized when a loss event has occurred and recovery is considered probable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations. This ASU is intended to clarify revenue recognition accounting when a third party is involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing . This ASU is intended to clarify two aspects of ASC Topic 606: identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients . This ASU amends certain aspects of ASU 2014-09, addresses certain implementation issues identified and clarifies the new revenue standards’ core revenue recognition principles. The new standards will be effective for the Company on January 1, 2018 and early adoption is permitted on the original effective date of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of this standard on its consolidated financial statements and its ongoing financial reporting. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall ("ASU 2016-01"), which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value. Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Statement of Assets and Liabilities as of the beginning of the first reporting period in which the guidance is effective. The Company did not early adopt the new guidance during the three months ended March 31, 2017. The Company is evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) . The guidance in this ASU supersedes the leasing guidance in ASC Topic 840, "Leases." Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. The amendments in ASU No. 2016-02 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 . The objective of the guidance in ASU 2016-09 is to reduce the cost and complexity of providing stock compensation information while maintaining or improving the usefulness of the information. ASU 2016-09 amends previous guidance around when and how excess tax benefits or deficiencies should be recognized, and now requires excess tax benefits to be recognized in the income statement, regardless of whether it will reduce the Company’s taxes payable in the current period. ASU 2016-09 also allows companies to elect whether to use an estimated forfeiture rate, or to recognize forfeitures as they occur. Another change related to this update, is the movement of excess tax benefits from stock options from financing activities to operating activities within the Company's Consolidated Statements of Cash Flows. ASU 2016-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and interim periods within those reporting periods, with early adoption permitted. The Company adopted ASU 2016-09 as of January 1, 2016 using a modified retrospective approach to account for the changes related to forfeiture estimates and the cumulative adjustment to reduce FSAM's equity by $178,977 . In August 2016, the FASB issued ASU 2016-15 , Classification of Certain Cash Receipts and Cash Payments (Topic 230) . This guidance addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The guidance requires application using a retrospective transition method. The Company did not early adopt the new guidance during the three months ended March 31, 2017. The new guidance is not expected to have a material effect on the Company's consolidated financial statements. In November 2016, the FASB issued ASU 2016-18 , Statement of Cash Flows (Topic 230) which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption is permitted. The guidance is to be adopted retrospectively. The Company did not early adopt the new guidance during the three months ended March 31, 2017. The new guidance is not expected to have a material effect on the Company's consolidated financial statements. |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Set forth below is a summary of the amounts and financial statement line items impacted by these revisions for the periods presented in this Form 10-Q. Three Months Ended March 31, 2016 Consolidated Statement of Operations: As previously reported Adjustments As revised Income from equity method investments $ — $ 868,109 $ 868,109 Other income (expense), net 211,587 (781,547 ) (569,960 ) Total other expense, net (13,924,962 ) 86,562 (13,838,400 ) Loss before income tax benefit (11,365,070 ) 86,562 (11,278,508 ) Income tax benefit (265,412 ) 2,639 (262,773 ) Net loss (11,099,658 ) 83,923 (11,015,735 ) Net loss attributable to non-controlling interests 9,860,273 (76,483 ) 9,783,790 Net loss attributable to Fifth Street Asset $ (1,239,385 ) $ 7,440 $ (1,231,945 ) Net loss per share attributable to Fifth Street Asset Management Inc. - Basic $ (0.21 ) $ — $ (0.21 ) Net loss per share attributable to Fifth Street Asset Management Inc. - Diluted $ (0.24 ) $ 0.01 $ (0.23 ) Three Months Ended March 31, 2016 Consolidated Statement of Comprehensive Income: As previously reported Adjustments As revised Net loss $ (11,099,658 ) $ 83,923 $ (11,015,735 ) Adjustment for change in fair value of available-for-sale securities (5,695,952 ) 5,695,952 — Tax effect of adjustment for change in fair value of available-for-sale securities 263,706 (263,706 ) — Total comprehensive loss (16,531,904 ) 5,516,169 (11,015,735 ) Less: Comprehensive loss attributable to non-controlling interests 14,892,981 (5,109,191 ) 9,783,790 Comprehensive loss attributable to Fifth Street Asset Management Inc. $ (1,638,923 ) $ 406,978 $ (1,231,945 ) Three Months Ended March 31, 2016 Consolidated Statement of Cash Flows: As previously reported Adjustments As revised Cash flows from operating activities Net loss $ (11,099,658 ) $ 83,923 $ (11,015,735 ) Distributions of earnings from equity method investments — 600,549 600,549 Deferred taxes (246,396 ) 2,639 (243,757 ) Income from equity method investments (552 ) (868,109 ) (868,661 ) Net cash used in operating activities (15,033,201 ) (180,998 ) (15,214,199 ) Purchases of equity method investments — (26,925,757 ) (26,925,757 ) Purchases of available-for-sale securities (26,925,757 ) 26,925,757 — Distributions from equity method investments — 180,998 180,998 Net cash used in investing activities (20,752,835 ) 180,998 (20,571,837 ) Net decrease in cash and cash equivalents (11,775,890 ) — (11,775,890 ) Cash and cash equivalents, beginning of period 17,185,204 — 17,185,204 Cash and cash equivalents, end of period $ 5,409,314 $ — $ 5,409,314 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Impact to the Consolidated Statements of Income | The table below summarizes the impact to the Consolidated Statements of Income from the Company's derivative instruments for the three months ended March 31, 2016. Unrealized Gain (Loss) on Derivatives Swap $ (4,344,721 ) Warrant (331,298 ) Total Unrealized Loss on Derivatives $ (4,676,019 ) |
Investments and Fair Value Me26
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Carried at Fair Value | The following tables present the financial instruments carried at fair value as of March 31, 2017 , by caption on the Company's Consolidated Statements of Financial Condition for each of the levels of hierarchy established by ASC 820: Assets Level 1 Level 2 Level 3 Total Beneficial interests in CLOs — — $ 23,260,659 $ 23,260,659 $ — $ — $ 23,260,659 $ 23,260,659 The following tables present the financial instruments carried at fair value as of December 31, 2016 , by caption on the Company's Consolidated Statements of Financial Condition for each of the levels of hierarchy established by ASC 820: Assets Level 1 Level 2 Level 3 Total Beneficial interests in CLOs — — $ 23,155,062 $ 23,155,062 $ — $ — $ 23,155,062 $ 23,155,062 |
Roll-forward in the Changes in Fair Value of All Financial Instruments With Unobservable Inputs, Assets | The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2017 : Beneficial interests in CLOs Fair value at December 31, 2016 $ 23,155,062 Distributions (418,516 ) Interest accreted 329,843 Unrealized gains 194,270 Fair value at March 31, 2017 $ 23,260,659 The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2016 : Beneficial interests in CLOs MMKT Notes Fair value at December 31, 2015 $ 23,537,629 $ 4,738,026 Distributions (186,902 ) — Interest income or expense 339,594 92,119 Unrealized losses (848,264 ) (2,582,405 ) Fair value at March 31, 2016 $ 22,842,057 $ 2,247,740 |
Roll-forward in the Changes in Fair Value of All Financial Instruments With Unobservable Inputs, Liabilities | The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2017 : Beneficial interests in CLOs Fair value at December 31, 2016 $ 23,155,062 Distributions (418,516 ) Interest accreted 329,843 Unrealized gains 194,270 Fair value at March 31, 2017 $ 23,260,659 The following table provides a roll-forward in the changes in fair value for all financial instruments for which the Company determines fair value using unobservable (Level 3) factors for the three months ended March 31, 2016 : Beneficial interests in CLOs MMKT Notes Fair value at December 31, 2015 $ 23,537,629 $ 4,738,026 Distributions (186,902 ) — Interest income or expense 339,594 92,119 Unrealized losses (848,264 ) (2,582,405 ) Fair value at March 31, 2016 $ 22,842,057 $ 2,247,740 |
Quantitative Information Related to Significant Unobservable Inputs for Level 3 Financial Instruments, Assets | The following table provides quantitative information related to the significant unobservable inputs for Level 3 financial instruments, which are carried at fair value as of March 31, 2017 : Assets Fair Value Valuation Technique Unobservable Input Input Value Beneficial interests in CLOs $ 23,260,659 Discounted cash flow Constant prepayment rate 20% Constant default rate 2% Loss severity rate 30% Total $ 23,260,659 The following table provides quantitative information related to the significant unobservable inputs for Level 3 financial instruments, which are carried at fair value as of December 31, 2016 : Assets Fair Value Valuation Technique Unobservable Input Input Value Beneficial interests in CLOs $ 23,155,062 Discounted cash flow Constant prepayment rate 15% Constant default rate 2% Loss severity rate 30% Total $ 23,155,062 |
Investments in Equity Method Investees | The following tables present summarized financial information of FSC and FSFR for the three months ended March 31, 2017 and 2016, which is the latest publicly available financial information as of the date of this report. ($ in thousands) FSC FSFR Statements of Operations 2017 2016 2017 2016 Investment income $ 45,556 $ 59,563 $ 11,019 $ 13,195 Net expenses 27,051 34,220 5,933 7,410 Net investment income 18,505 25,343 5,086 5,785 Net unrealized gain (loss) on investments and secured borrowings 106,190 6,303 13,242 (1,645 ) Net realized loss on investments and secured borrowings (115,893 ) (26,666 ) (13,496 ) (4,800 ) Net increase (decrease) in net assets resulting from operations 8,802 4,980 4,832 (660 ) The following table provides information about the Company's equity method investments as of March 31, 2017 and December 31, 2016: Equity Held as of Equity method investments March 31, 2017 % of Ownership December 31, 2016 % of Ownership FSC common stock (1) $ 42,732,307 6.0 % $ 41,908,970 6.0 % FSFR common stock (1) 24,151,816 9.1 % 23,718,716 9.1 % FSOF equity interest 690,157 1.9 % 549,198 0.9 % Total $ 67,574,280 $ 66,176,884 _________ __ (1) The total fair value of the Company’s investments in FSC and FSFR was $62,421,500 and $68,426,612 based on quoted market prices as of March 31, 2017 and December 31, 2016, respectively. The following table provides information about the Company's investments in FSC and FSFR common stock as of March 31, 2017 at fair value. Securities Shares Cost Fair Value Gross Cumulative Unrealized Gains Gross Cumulative Unrealized Losses FSC common stock 8,399,520 $ 42,732,307 $ 38,805,782 $ — $ (3,926,525 ) FSFR common stock 2,677,519 24,151,816 23,615,718 — (536,098 ) Total 11,077,039 $ 66,884,123 $ 62,421,500 $ — $ (4,462,623 ) |
Financial Instruments Disclosed, But Not Carried at Fair Value | The following table presents the carrying value and fair value of the Company's financial assets and liabilities disclosed, but not carried, at fair value as of March 31, 2017 and the level of each financial asset and liability within the fair value hierarchy: Carrying Value Fair Value Level 1 Level 2 Level 3 Risk Retention Term Loan (1) $ 12,972,565 $ 12,972,565 $ — $ — $ 12,972,565 Loan payable - DECD loan (1) 2,000,000 1,977,654 — — 1,977,654 Credit facility payable 100,000,000 100,000,000 — — 100,000,000 Payables to related parties pursuant to tax receivable agreements 62,091,926 54,743,292 — — 54,743,292 Total $ 177,064,491 $ 169,693,511 $ — $ — $ 169,693,511 (1) See Note 8 for a description of the Risk Retention Term loan and DECD loan. The following table presents the carrying value and fair value of the Company's financial assets and liabilities disclosed, but not carried, at fair value as of December 31, 2016 and the level of each financial asset and liability within the fair value hierarchy: Carrying Value Fair Value Level 1 Level 2 Level 3 Risk Retention Term Loan $ 12,972,565 $ 12,972,565 $ — $ — $ 12,972,565 Loan payable - DECD loan 2,000,000 1,929,588 — — 1,929,588 Credit facility payable 102,000,000 102,000,000 — — 102,000,000 Payables to related parties pursuant to tax receivable agreements 35,990,255 30,058,706 — — 30,058,706 Total $ 152,962,820 $ 146,960,859 $ — $ — $ 146,960,859 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following: March 31, 2017 December 31, 2016 Furniture, fixtures and equipment $ 1,421,129 $ 1,368,624 Leasehold improvements 10,182,352 10,182,352 Fixed assets, cost 11,603,481 11,550,976 Less: accumulated depreciation and amortization (6,451,738 ) (6,206,644 ) Fixed assets, net book value $ 5,151,743 $ 5,344,332 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following: March 31, 2017 December 31, 2016 Security deposits $ 107,149 $ 107,149 Fractional interests in aircrafts (a) 2,948,325 3,019,098 Other 310,436 228,825 $ 3,365,910 $ 3,355,072 __________________ (a) In November 2013, the Company entered into an agreement that entitled it to the use of a corporate aircraft for five years. The amount paid, less the estimated trade-in value, is being amortized on a straight-line basis over the expected five -year term of the agreement. In December 2014, the Company sold half of this interest and entered into an agreement for a second corporate aircraft for five years. Amortization expense for each of the three months ended March 31, 2017 and 2016 was $70,773 . |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Loans payable consist of the following: March 31, 2017 December 31, 2016 DECD loan $ 2,000,000 $ 2,000,000 Risk Retention Term Loan 12,972,565 12,972,565 $ 14,972,565 $ 14,972,565 |
Schedule of Maturities of Long-term Debt | Outstanding principal amounts related to debt maturing over the next five years are as follows: 2017 $ 25,775 2018 313,525 2019 100,321,454 2020 329,583 2021 337,920 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Abandonment Activity | A summary of the Company’s lease abandonment activity as of March 31, 2017 is as follows: Lease abandonment costs incurred $ 1,240,928 Rent payments (641,933 ) Present value adjustment 6,934 Accrued lease abandonment costs, end of period $ 605,929 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Investments in Equity Method Investees | The following tables present summarized financial information of FSC and FSFR for the three months ended March 31, 2017 and 2016, which is the latest publicly available financial information as of the date of this report. ($ in thousands) FSC FSFR Statements of Operations 2017 2016 2017 2016 Investment income $ 45,556 $ 59,563 $ 11,019 $ 13,195 Net expenses 27,051 34,220 5,933 7,410 Net investment income 18,505 25,343 5,086 5,785 Net unrealized gain (loss) on investments and secured borrowings 106,190 6,303 13,242 (1,645 ) Net realized loss on investments and secured borrowings (115,893 ) (26,666 ) (13,496 ) (4,800 ) Net increase (decrease) in net assets resulting from operations 8,802 4,980 4,832 (660 ) The following table provides information about the Company's equity method investments as of March 31, 2017 and December 31, 2016: Equity Held as of Equity method investments March 31, 2017 % of Ownership December 31, 2016 % of Ownership FSC common stock (1) $ 42,732,307 6.0 % $ 41,908,970 6.0 % FSFR common stock (1) 24,151,816 9.1 % 23,718,716 9.1 % FSOF equity interest 690,157 1.9 % 549,198 0.9 % Total $ 67,574,280 $ 66,176,884 _________ __ (1) The total fair value of the Company’s investments in FSC and FSFR was $62,421,500 and $68,426,612 based on quoted market prices as of March 31, 2017 and December 31, 2016, respectively. The following table provides information about the Company's investments in FSC and FSFR common stock as of March 31, 2017 at fair value. Securities Shares Cost Fair Value Gross Cumulative Unrealized Gains Gross Cumulative Unrealized Losses FSC common stock 8,399,520 $ 42,732,307 $ 38,805,782 $ — $ (3,926,525 ) FSFR common stock 2,677,519 24,151,816 23,615,718 — (536,098 ) Total 11,077,039 $ 66,884,123 $ 62,421,500 $ — $ (4,462,623 ) |
Schedule of Amounts Due to and From Affiliates | As of March 31, 2017 and December 31, 2016 amounts due to and from affiliates were comprised of the following: As of March 31, 2017 As of December 31, 2016 Management fees receivable: Base management fees receivable - BDCs $ 9,362,862 $ 9,972,116 Part I Fees receivable - BDCs 3,213,667 4,837,944 Collateral management fees receivable - CLO I and CLO II 530,561 536,506 $ 13,107,090 $ 15,346,566 Performance fees receivable: Performance fees receivable - FSOF $ 34,587 $ 123,300 $ 34,587 $ 123,300 Due from affiliates: Reimbursed expenses due from the BDCs $ 2,005,231 $ 2,803,949 Reimbursed expenses due from private funds 435,584 396,739 Due from employees 40,008 122,810 Other amounts due from affiliated entities 75,379 82,423 $ 2,556,202 $ 3,405,921 Due to affiliates: Stock appreciation rights liability $ 32,241 $ 30,412 $ 32,241 $ 30,412 |
Equity and Equity-based Compe32
Equity and Equity-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Dividends Per Share Declared | The following table reflects the dividends per share that the Company has recorded on its common stock for the three months ended March 31, 2017 and March 31, 2016: Date Declared Record Date Payment Date Amount Cash March 20, 2017 March 31, 2017 April 14, 2017 $ 0.125 $1.9 million Total for the three months ended March 31, 2017 $ 0.125 $1.9 million March 14, 2016 March 31, 2016 April 15, 2016 $ 0.10 $0.6 million Total for the three months ended March 31, 2016 $ 0.10 $0.6 million |
Schedule of Equity Classified Awards | The following table summarizes the amortization of unrecognized compensation expense for the three months ended March 31, 2017 and 2016 with respect to the Company's Holdings LP Interests which are equity classified awards: Balance at December 31, 2016 $ 1,798,921 Amortization of Holdings LP Interests (77,097 ) Balance at March 31, 2017 $ 1,721,824 Balance at December 31, 2015 7,016,286 Amortization of Holdings LP Interests (256,693 ) Balance at March 31, 2016 $ 6,759,593 |
Schedule of Equity-Based Compensation Expense | Equity-based compensation expense related to grants under the 2014 Omnibus Incentive Plan is as follows: Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 RSUs to be settled in Class A common stock $ 826,750 $ 770,843 Options to acquire shares of Class A common stock 185,956 631,782 Stock appreciation rights to be settled in cash 1,829 2,039 Total $ 1,014,535 $ 1,404,664 |
Restricted Stock Units Activity | The following table presents unvested RSUs' activity for the three months ended March 31, 2017: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Balance at December 31, 2016 805,037 $ 15.56 Granted 925,022 6.67 Vested — — Forfeited (20,641 ) 17.00 Balance at March 31, 2017 1,709,418 $ 10.73 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of these option grants was measured on the date of grant using the Black-Scholes option-pricing model and the following assumptions: Risk-free interest rate 1.61% - 1.94% Expected dividend yield 7.85 % Expected volatility factor 56.49% - 59.24% Expected life in years 3.5 - 5.0 |
Unvested Option Activity | A summary of unvested options activity for the three months ended March 31, 2017 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Balance at December 31, 2016 1,558,013 $ 18.21 7.7 Granted 1,010,000 6.95 5.3 Vested (20,000 ) 3.28 4.0 Forfeited (113,821 ) 18.70 7.6 Balance at March 31, 2017 2,434,192 $ 13.91 7.2 Exercisable at March 31, 2017 2,940,175 $ 18.62 2.5 $ 36,400 Expected to vest after March 31, 2017 2,434,192 $ 13.91 7.2 $ 2,300 |
Unvested SARs Activity | A summary of unvested SARs activity during the period for the three months ended March 31, 2017 and 2016 is presented below: SARs Weighted Average Grant Date Fair Value Per SAR Balance at December 31, 2016 44,000 $ 1.78 Granted — — Vested — — Forfeited (2,000 ) 1.78 Balance at March 31, 2017 42,000 $ 1.78 Balance at December 31, 2015 71,000 $ 1.78 Granted — — Vested — — Forfeited (13,500 ) 1.78 Balance at March 31, 2016 57,500 $ 1.78 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Numerator for basic net income (loss) per share of Class A common stock: Net income (loss) attributable to FSAM $ 1,595,129 $ (1,231,945 ) Numerator for diluted net income (loss) per share of Class A common stock: Net income (loss) attributable to FSAM $ 1,595,129 $ (1,231,945 ) Dilutive effects of MMKT Notes — (128,112 ) Net income (loss) available to Class A common stockholders $ 1,595,129 $ (1,360,057 ) Denominator for basic net income (loss) per share of Class A common stock: Weighted average shares of Class A common stock outstanding 15,224,235 5,798,614 Denominator for diluted net income (loss) per share of Class A common stock: Weighted average shares of Class A common stock outstanding 15,224,235 5,798,614 Dilutive effects of RSUs 24,509 — Dilutive effects of options to acquire shares of Class A common stock 22,043 — Weighted average shares of Class A common stock outstanding - diluted 15,270,787 5,798,614 Earnings per share of Class A common stock: Net income (loss) attributable to FSAM per share of Class A common stock, basic $ 0.10 $ (0.21 ) Net income (loss) attributable to FSAM per share of Class A common stock, diluted $ 0.10 $ (0.23 ) |
Organization - Additional Discl
Organization - Additional Disclosures (Details) | Mar. 24, 2017USD ($)$ / sharesshares | Jan. 04, 2017USD ($)shares | Dec. 30, 2016USD ($) | Aug. 08, 2016USD ($) | Mar. 24, 2016USD ($) | Dec. 22, 2014USD ($) | Nov. 04, 2014USD ($)$ / sharesshares | Nov. 03, 2014 | Mar. 31, 2017USD ($)segmentshares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)shares | Nov. 30, 2016$ / sharesshares | Jun. 23, 2016$ / sharesshares | Feb. 18, 2016USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||||||
Number of reportable segments | segment | 1 | |||||||||||||
Cash savings payable to TRA Recipients under tax receivable agreement, percent | 85.00% | |||||||||||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | $ 30,599,203 | $ 0 | ||||||||||||
Net tax benefit in connection with TRA | $ 4,589,880 | |||||||||||||
Realized loss on settlement | $ 10,419,274 | |||||||||||||
RiverNorth | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (USD per share) | $ / shares | $ 6.13 | |||||||||||||
Shares issued (shares) | shares | 4,078,304 | |||||||||||||
Issuance of Class A common shares | $ 25,000,000 | |||||||||||||
Realized loss on settlement | $ 4,608,480 | |||||||||||||
RiverNorth | Class A Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of securities which could be called by warrants (shares) | shares | 3,086,420 | |||||||||||||
Warrant strike price (USD per share) | $ / shares | $ 3.24 | |||||||||||||
RiverNorth | Swap | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (USD per share) | $ / shares | $ 6.25 | |||||||||||||
RiverNorth | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loss contingency, range of possible loss, maximum | $ 5,000,000 | |||||||||||||
RiverNorth | Leonard M. Tannenbaum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (USD per share) | $ / shares | $ 6.13 | |||||||||||||
Shares issued (shares) | shares | 5,142,296 | |||||||||||||
Realized loss on settlement | $ 5,810,794 | |||||||||||||
Ironsides | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (USD per share) | $ / shares | $ 9 | |||||||||||||
Shares issued (shares) | shares | 1,295,767 | |||||||||||||
Ironsides | Leonard M. Tannenbaum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (USD per share) | $ / shares | $ 9 | |||||||||||||
Shares issued (shares) | shares | 646,863 | |||||||||||||
Fifth Street Holdings L.P. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Noncontrolling interest, ownership percentage by parent | 30.70% | 13.00% | ||||||||||||
Reorganization Conversion | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Conversion term | 2 years | |||||||||||||
Conversion ratio | 1 | |||||||||||||
Holdings LP Interests | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Holdings LP Interests (shares) | shares | 6,000,000 | |||||||||||||
Class A Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued (shares) | shares | 6,000,000 | |||||||||||||
Share price (USD per share) | $ / shares | $ 17 | |||||||||||||
Proceeds from sale of Class A common shares | $ 95,900,000 | |||||||||||||
Underwriting commissions | $ 6,100,000 | |||||||||||||
Common shares outstanding (shares) | shares | 15,576,620 | 6,602,374 | ||||||||||||
Conversion of stock, shares converted (in shares) | shares | 8,772,450 | |||||||||||||
Shares repurchased (in shares) | shares | 0 | |||||||||||||
Number of securities which could be called by warrants (shares) | shares | 3,086,420 | |||||||||||||
Warrant strike price (USD per share) | $ / shares | $ 4.30 | |||||||||||||
Class A Common Stock | Swap | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Derivative, nonmonetary notional amount (shares) | shares | 3,878,542 | |||||||||||||
Class A Common Stock | Mr. Leonard M. Tannenbaum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares repurchased (in shares) | shares | 8,571,370 | |||||||||||||
Class B Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common shares outstanding (shares) | shares | 34,285,484 | 42,856,854 | ||||||||||||
Affiliates | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related party | $ 32,241 | $ 30,412 | ||||||||||||
Principals of Fifth Street Holdings, L.P. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership interest exchanged, percent | 100.00% | |||||||||||||
Principals of Fifth Street Holdings, L.P. | Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Voting power of FSAM's common stock, percent | 97.30% | |||||||||||||
Principals of Fifth Street Holdings, L.P. | Holdings LP Interests | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Holdings LP Interests (shares) | shares | 42,856,854 | |||||||||||||
Principals of Fifth Street Holdings, L.P. | Class B Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common shares outstanding (shares) | shares | 42,856,854 | |||||||||||||
Members of Fifth Street Management LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership interest exchanged, percent | 100.00% | |||||||||||||
Members of FSCO GP LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership interest exchanged, percent | 100.00% | |||||||||||||
Fifth Street Holdings L.P. | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Membership/partnership interest | 12.00% | |||||||||||||
Limited Partners of Fifth Street Holdings, L.P. | Holdings LP Interests | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Holdings LP Interests (shares) | shares | 44,000,000 | |||||||||||||
MMKT | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance amount | $ 5,900,000 | |||||||||||||
Consideration amount | $ 69,480 | $ 2,833,050 | ||||||||||||
Realized gain on settlement of MMKT Notes | 2,519,049 | |||||||||||||
MMKT | Intellectual Property | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from sale of intangibles | 50,000 | |||||||||||||
MMKT | FSM | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Membership/partnership interest | 80.00% | |||||||||||||
Total capital contribution | $ 80,000 | |||||||||||||
Issuance amount | $ 1,300,000 | |||||||||||||
Consideration amount | $ 15,560 | 634,460 | ||||||||||||
MMKT | FSM | Intellectual Property | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from sale of intangibles | $ 11,197 | |||||||||||||
Tax Receivable Agreement | Affiliates | Holdings LP Interests | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | $ 30,599,203 | |||||||||||||
Due to related party | $ 26,009,323 | |||||||||||||
Net tax benefit in connection with TRA | $ 4,589,880 |
Significant Accounting Polici35
Significant Accounting Policies - Additional Disclosures (Details) | Mar. 20, 2017 | Feb. 28, 2017 | Mar. 31, 2017USD ($)revenue_source | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Schedule of Accounting Policies [Line Items] | ||||||
Interest income | $ 329,852 | $ 339,602 | ||||
Unrealized gain (loss) on beneficial interests in CLOs | $ 194,270 | (848,264) | ||||
Number of principal sources of revenues | revenue_source | 3 | |||||
Part I fees percentage | 20.00% | |||||
Catch-up provision, percentage of BDC revenue | 20.00% | |||||
BDCC performance fee percentage | 20.00% | |||||
Retention agreement expense | $ 2,307,000 | |||||
Severance costs | $ 114,466 | 339,821 | ||||
Cumulative effect of ASU 2016-09 adoption | $ 178,977 | |||||
Accounting Standards Update 2016-09, Forfeiture Rate Component | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Cumulative effect of ASU 2016-09 adoption | $ 178,977 | |||||
Capitalized software costs | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Useful life, intangible assets | 3 years | |||||
Minimum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Management fee percentage charged to funds | 0.40% | |||||
Fund performance fee percentage | 15.00% | |||||
Maximum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Management fee percentage charged to funds | 1.75% | |||||
Fund performance fee percentage | 20.00% | |||||
Furniture, fixtures and equipment | Minimum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Useful life | 3 years | |||||
Furniture, fixtures and equipment | Maximum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Useful life | 8 years | |||||
Leasehold improvements | Minimum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Useful life | 5 years | |||||
Leasehold improvements | Maximum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Useful life | 10 years | |||||
Beneficial Interest in CLO | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Interest income | $ 329,843 | $ 339,594 | ||||
Available-for-sale securities, cost | 24,049,823 | $ 24,138,496 | ||||
Compensation and Benefits Expense | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Retention agreement expense | $ 674,314 | |||||
Chief Executive Officer | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Percent of voting interest held | 86.00% | |||||
Variable Interest Entity, Not Primary Beneficiary | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Maximum exposure to loss | $ 24,515,965 | |||||
Quarterly Hurdle Rate | FSC common stock | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Related party transaction, rate | 1.75% | |||||
Decrease in Incentive Fee Payable | FSC common stock | Maximum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Related party transaction, rate | 25.00% | |||||
Increase in Net Assets Over Lookback Period | FSC common stock | Maximum | ||||||
Schedule of Accounting Policies [Line Items] | ||||||
Related party transaction, rate | 20.00% |
Significant Accounting Polici36
Significant Accounting Policies - Consolidated Statement of Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income from equity method investments | $ 868,109 | |
Other income (expense), net | $ 0 | (569,960) |
Total other income (expense), net | 6,398,864 | (13,838,400) |
Income (loss) before provision (benefit) for income taxes | 10,083,004 | (11,278,508) |
Income tax benefit | 1,310,519 | (262,773) |
Net income (loss) | 8,772,485 | (11,015,735) |
Net (income) loss attributable to non-controlling interests | (7,177,356) | 9,783,790 |
Net income (loss) attributable to Fifth Street Asset Management Inc. | $ 1,595,129 | $ (1,231,945) |
Net loss per share attributable to Fifth Street Asset Management Inc. - Basic (in USD per share) | $ (0.21) | |
Net loss per share attributable to Fifth Street Asset Management Inc. - Diluted (in USD per share) | $ (0.23) | |
As previously reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income from equity method investments | $ 0 | |
Other income (expense), net | 211,587 | |
Total other income (expense), net | (13,924,962) | |
Income (loss) before provision (benefit) for income taxes | (11,365,070) | |
Income tax benefit | (265,412) | |
Net income (loss) | (11,099,658) | |
Net (income) loss attributable to non-controlling interests | 9,860,273 | |
Net income (loss) attributable to Fifth Street Asset Management Inc. | $ (1,239,385) | |
Net loss per share attributable to Fifth Street Asset Management Inc. - Basic (in USD per share) | $ (0.21) | |
Net loss per share attributable to Fifth Street Asset Management Inc. - Diluted (in USD per share) | $ (0.24) | |
Adjustments | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Income from equity method investments | $ 868,109 | |
Other income (expense), net | (781,547) | |
Total other income (expense), net | 86,562 | |
Income (loss) before provision (benefit) for income taxes | 86,562 | |
Income tax benefit | 2,639 | |
Net income (loss) | 83,923 | |
Net (income) loss attributable to non-controlling interests | (76,483) | |
Net income (loss) attributable to Fifth Street Asset Management Inc. | $ 7,440 | |
Net loss per share attributable to Fifth Street Asset Management Inc. - Basic (in USD per share) | $ 0 | |
Net loss per share attributable to Fifth Street Asset Management Inc. - Diluted (in USD per share) | $ 0.01 |
Significant Accounting Polici37
Significant Accounting Policies - Consolidated Statement of Comprehensive Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 8,772,485 | $ (11,015,735) |
Adjustment for change in fair value of available-for-sale securities | 0 | |
Tax effect of adjustment for change in fair value of available-for-sale securities | 0 | |
Total comprehensive loss | (11,015,735) | |
Less: Comprehensive loss attributable to non-controlling interests | 9,783,790 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (1,231,945) | |
As previously reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | (11,099,658) | |
Adjustment for change in fair value of available-for-sale securities | (5,695,952) | |
Tax effect of adjustment for change in fair value of available-for-sale securities | 263,706 | |
Total comprehensive loss | (16,531,904) | |
Less: Comprehensive loss attributable to non-controlling interests | 14,892,981 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (1,638,923) | |
Adjustments | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 83,923 | |
Adjustment for change in fair value of available-for-sale securities | 5,695,952 | |
Tax effect of adjustment for change in fair value of available-for-sale securities | (263,706) | |
Total comprehensive loss | 5,516,169 | |
Less: Comprehensive loss attributable to non-controlling interests | (5,109,191) | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 406,978 |
Significant Accounting Polici38
Significant Accounting Policies - Consolidated Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 8,772,485 | $ (11,015,735) |
Distributions of earnings from equity method investments | 508,730 | 600,549 |
Deferred taxes | 1,310,519 | (243,757) |
Income from equity method investments | (2,958,759) | (868,661) |
Net cash provided by (used in) operating activities | 4,182,328 | (15,214,199) |
Purchases of equity method investments | 0 | (26,925,757) |
Purchases of available-for-sale securities | 0 | |
Distributions from equity method investments | 1,175,933 | 180,998 |
Net cash provided by (used in) investing activities | 1,541,944 | (20,571,837) |
Net decrease in cash | (5,861,333) | (11,775,890) |
Cash, beginning of period | 6,727,085 | 17,185,204 |
Cash, end of period | $ 865,752 | 5,409,314 |
As previously reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | (11,099,658) | |
Distributions of earnings from equity method investments | 0 | |
Deferred taxes | (246,396) | |
Income from equity method investments | (552) | |
Net cash provided by (used in) operating activities | (15,033,201) | |
Purchases of equity method investments | 0 | |
Purchases of available-for-sale securities | (26,925,757) | |
Distributions from equity method investments | 0 | |
Net cash provided by (used in) investing activities | (20,752,835) | |
Net decrease in cash | (11,775,890) | |
Cash, beginning of period | 17,185,204 | |
Cash, end of period | 5,409,314 | |
Adjustments | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 83,923 | |
Distributions of earnings from equity method investments | 600,549 | |
Deferred taxes | 2,639 | |
Income from equity method investments | (868,109) | |
Net cash provided by (used in) operating activities | (180,998) | |
Purchases of equity method investments | (26,925,757) | |
Purchases of available-for-sale securities | 26,925,757 | |
Distributions from equity method investments | 180,998 | |
Net cash provided by (used in) investing activities | 180,998 | |
Net decrease in cash | 0 | |
Cash, beginning of period | 0 | |
Cash, end of period | $ 0 |
Derivative Instruments - Unreal
Derivative Instruments - Unrealized and Realized Gains (Losses) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Realized gain (loss) on derivatives | |
Realized gain (loss) on derivatives | $ (4,676,019) |
Swap | |
Realized gain (loss) on derivatives | |
Realized gain (loss) on derivatives | (4,344,721) |
Warrant | |
Realized gain (loss) on derivatives | |
Realized gain (loss) on derivatives | $ (331,298) |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Sep. 22, 2016 | Sep. 07, 2016 | Jun. 23, 2016 | Mar. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Cash settlement value | $ 0 | |||
Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Loss on settlement | $ 3,267,160 | |||
Swap | ||||
Class of Warrant or Right [Line Items] | ||||
Gain on settlement | $ 654,228 | |||
Class A Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Shares purchased (in shares) | 3,086,420 | |||
Warrant strike price (USD per share) | $ 4.30 | |||
Cash settlement value | $ 3,267,160 | |||
Issuance of shares to settle derivative liability (in shares) | 760,059 |
Investments and Fair Value Me41
Investments and Fair Value Measurements - Fair Value of Assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Assets | $ 23,260,659 | $ 23,155,062 |
Beneficial Interest in CLO | ||
Assets | ||
Investments, fair value disclosure | 23,260,659 | 23,155,062 |
Level 1 | ||
Assets | ||
Assets | 0 | 0 |
Level 1 | Beneficial Interest in CLO | ||
Assets | ||
Investments, fair value disclosure | 0 | 0 |
Level 2 | ||
Assets | ||
Assets | 0 | 0 |
Level 2 | Beneficial Interest in CLO | ||
Assets | ||
Investments, fair value disclosure | 0 | 0 |
Level 3 | ||
Assets | ||
Assets | 23,260,659 | 23,155,062 |
Level 3 | Beneficial Interest in CLO | ||
Assets | ||
Investments, fair value disclosure | $ 23,260,659 | $ 23,155,062 |
Investments and Fair Value Me42
Investments and Fair Value Measurements - Rollforward of Fair Value, Assets (Details) - Beneficial Interest in CLO - Level 3 - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 23,155,062 | $ 23,537,629 |
Distributions | (418,516) | (186,902) |
Interest accreted | 329,843 | 339,594 |
Unrealized gains or losses | 194,270 | (848,264) |
Ending balance | $ 23,260,659 | $ 22,842,057 |
Investments and Fair Value Me43
Investments and Fair Value Measurements - Rollforward of Fair Value, Liabilities (Details) - Level 3 - MMKT - Convertible Notes | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 4,738,026 |
Interest accreted | 92,119 |
Unrealized gains or losses | (2,582,405) |
Ending balance | $ 2,247,740 |
Investments and Fair Value Me44
Investments and Fair Value Measurements - Fair Value, Assets, Quantitative Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 23,260,659 | $ 23,155,062 |
Level 3 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | 23,260,659 | 23,155,062 |
Level 3 | Beneficial interests in CLOs | Discounted cash flow | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Fair Value | $ 23,260,659 | $ 23,155,062 |
Constant prepayment rate | 20.00% | 15.00% |
Constant default rate | 2.00% | 2.00% |
Loss severity rate | 30.00% | 30.00% |
Investments and Fair Value Me45
Investments and Fair Value Measurements - Investments in Equity Method Investees (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Investments in equity method investees | $ 67,574,280 | $ 66,176,884 |
FSC and FSFR Common Stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investments in equity method investees | 62,421,500 | 68,426,612 |
FSC common stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investments in equity method investees | $ 42,732,307 | $ 41,908,970 |
% of Ownership | 6.00% | 6.00% |
FSFR common stock | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investments in equity method investees | $ 24,151,816 | $ 23,718,716 |
% of Ownership | 9.10% | 9.10% |
FSOF equity interest | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investments in equity method investees | $ 690,157 | $ 549,198 |
% of Ownership | 1.90% | 0.90% |
Investments and Fair Value Me46
Investments and Fair Value Measurements - Additional Information (Details) - FSC and FSFR Common Stock - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Underlying difference | $ 31,700,000 | |
Realized gain on underlying difference | $ 1,977,576 | $ 721,161 |
Minimum | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Recognition period | 2 years | |
Maximum | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Recognition period | 4 years |
Investments and Fair Value Me47
Investments and Fair Value Measurements - Summarized Financial Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
FSC | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investment income | $ 45,556 | $ 59,563 |
Net expenses | 27,051 | 34,220 |
Net investment income | 18,505 | 25,343 |
Net unrealized gain (loss) on investments and secured borrowings | 106,190 | 6,303 |
Net realized loss on investments and secured borrowings | (115,893) | (26,666) |
Net increase (decrease) in net assets resulting from operations | 8,802 | 4,980 |
FSFR | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Investment income | 11,019 | 13,195 |
Net expenses | 5,933 | 7,410 |
Net investment income | 5,086 | 5,785 |
Net unrealized gain (loss) on investments and secured borrowings | 13,242 | (1,645) |
Net realized loss on investments and secured borrowings | (13,496) | (4,800) |
Net increase (decrease) in net assets resulting from operations | $ 4,832 | $ (660) |
Investments and Fair Value Me48
Investments and Fair Value Measurements - Financial Instruments Disclosed but not Carried at Fair Value (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facility payable | $ 100,000,000 | $ 102,000,000 |
Payables to related parties pursuant to tax receivable agreements | 62,091,926 | 35,990,255 |
Total | 177,064,491 | 152,962,820 |
Carrying Value | Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 2,000,000 | 2,000,000 |
Carrying Value | Risk Retention Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 12,972,565 | 12,972,565 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facility payable | 100,000,000 | 102,000,000 |
Payables to related parties pursuant to tax receivable agreements | 54,743,292 | 30,058,706 |
Total | 169,693,511 | 146,960,859 |
Fair Value | Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 1,977,654 | 1,929,588 |
Fair Value | Risk Retention Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 12,972,565 | 12,972,565 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facility payable | 0 | 0 |
Payables to related parties pursuant to tax receivable agreements | 0 | 0 |
Total | 0 | 0 |
Fair Value | Level 1 | Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 0 | 0 |
Fair Value | Level 1 | Risk Retention Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facility payable | 0 | 0 |
Payables to related parties pursuant to tax receivable agreements | 0 | 0 |
Total | 0 | 0 |
Fair Value | Level 2 | Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 0 | 0 |
Fair Value | Level 2 | Risk Retention Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 0 | 0 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit facility payable | 100,000,000 | 102,000,000 |
Payables to related parties pursuant to tax receivable agreements | 54,743,292 | 30,058,706 |
Total | 169,693,511 | 146,960,859 |
Fair Value | Level 3 | Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 1,977,654 | 1,929,588 |
Fair Value | Level 3 | Risk Retention Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | $ 12,972,565 | $ 12,972,565 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, cost | $ 11,603,481 | $ 11,550,976 | |
Less: accumulated depreciation and amortization | (6,451,738) | (6,206,644) | |
Fixed assets, net book value | 5,151,743 | 5,344,332 | |
Write-off of MMKT capitalized software costs | 0 | $ 624,512 | |
Depreciation and amortization expense | 245,094 | 346,949 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, cost | 1,421,129 | 1,368,624 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, cost | $ 10,182,352 | $ 10,182,352 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||
Security deposits | $ 107,149 | $ 107,149 | ||||
Fractional interests in aircrafts | 2,948,325 | 3,019,098 | ||||
Other | 310,436 | 228,825 | ||||
Other assets | 3,365,910 | $ 3,355,072 | ||||
Corporate aircraft agreement, term | 5 years | 5 years | ||||
Fractional interest in aircraft, percent of interest sold | 50.00% | |||||
Amortization of fractional interests in aircrafts included in depreciation, depletion and amortization | $ 70,773 | $ 70,773 |
Debt - Loans Payable (Details)
Debt - Loans Payable (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Loans payable | $ 14,972,565 | $ 14,972,565 |
Risk Retention Credit Facility | ||
Debt Instrument [Line Items] | ||
Loans payable | 12,972,565 | 12,972,565 |
Loans Payable | Fixed Rate Secured Loan | Connecticut Department of Economic and Community Development | ||
Debt Instrument [Line Items] | ||
Loans payable | $ 2,000,000 | $ 2,000,000 |
Debt - DECD (Details)
Debt - DECD (Details) - USD ($) | May 19, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 07, 2013 |
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,323,693 | $ 1,114,999 | ||
Connecticut Department of Economic and Community Development | Loans Payable | Fixed Rate Secured Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 4,000,000 | |||
Stated interest rate, percentage | 2.50% | |||
Maximum amount of conditional forgiveness of debt | 3,000,000 | |||
Gain on extinguishment of debt | $ 2,000,000 | |||
Interest expense | $ 12,329 | $ 24,863 |
Debt - MMKT Notes (Details)
Debt - MMKT Notes (Details) - USD ($) | Dec. 30, 2016 | Aug. 08, 2016 | Dec. 22, 2014 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 1,323,693 | $ 1,114,999 | |||
MMKT | |||||
Debt Instrument [Line Items] | |||||
Issuance amount | $ 5,900,000 | ||||
Consideration amount | $ 69,480 | $ 2,833,050 | |||
Realized gains (losses) | 2,519,049 | ||||
Intellectual Property | MMKT | |||||
Debt Instrument [Line Items] | |||||
Proceeds from sale of intangibles | 50,000 | ||||
FSM | MMKT | |||||
Debt Instrument [Line Items] | |||||
Total capital contribution | $ 80,000 | ||||
Membership/partnership interest | 80.00% | ||||
Issuance amount | $ 1,300,000 | ||||
Consideration amount | $ 15,560 | 634,460 | |||
FSM | Intellectual Property | MMKT | |||||
Debt Instrument [Line Items] | |||||
Proceeds from sale of intangibles | 11,197 | ||||
MMKT | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 92,119 | ||||
MMKT Noteholders | MMKT | |||||
Debt Instrument [Line Items] | |||||
Realized gains (losses) | $ (100,000) |
Debt - Risk Retention Term Loan
Debt - Risk Retention Term Loan (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 29, 2016 | Sep. 28, 2015 | Nov. 04, 2014 | |
Line of Credit Facility [Line Items] | ||||||
Borrowings outstanding | $ 100,000,000 | $ 102,000,000 | ||||
Interest expense | 1,323,693 | $ 1,114,999 | ||||
CLO Management | Risk Retention Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 17,000,000 | |||||
Borrowings outstanding | 12,972,565 | 12,972,565 | ||||
Amount pledged as collateral | $ 23,260,659 | |||||
Interest expense | 132,145 | 123,889 | ||||
CLO Management | Risk Retention Credit Facility, Term Loan | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowings outstanding | 16,972,565 | |||||
Repayments of loans under risk retention credit facility | $ 12,972,565 | |||||
Debt, weighted average interest rate | 4.23% | |||||
Unsecured Revolving Credit Facility Maturing in 2019 | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowings outstanding | $ 100,000,000 | |||||
Unsecured Revolving Credit Facility Maturing in 2019 | Fifth Street Holdings L.P. | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 146,000,000 | $ 146,000,000 | $ 176,000,000 | |||
Borrowings outstanding | 100,000,000 | $ 102,000,000 | ||||
Interest expense | $ 1,179,219 | $ 748,294 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 29, 2016 | Nov. 04, 2014 | |
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 100,000,000 | $ 102,000,000 | |||
Interest expense | 1,323,693 | $ 1,114,999 | |||
Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing in 2019 | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | 100,000,000 | ||||
Net working capital | 68,000,000 | ||||
Debt covenant deficiency | 32,000,000 | ||||
Fifth Street Holdings L.P. | Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing in 2019 | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility borrowing capacity | 146,000,000 | $ 146,000,000 | $ 176,000,000 | ||
Borrowing capacity accordion feature | $ 100,000,000 | ||||
Unused commitment fee, percent | 0.30% | ||||
Borrowings outstanding | $ 100,000,000 | $ 102,000,000 | |||
Interest expense | $ 1,179,219 | $ 748,294 | |||
Fifth Street Holdings L.P. | Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing in 2019 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on LIBOR, percent | 3.00% |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Details) | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 25,775 |
2,018 | 313,525 |
2,019 | 100,321,454 |
2,020 | 329,583 |
2,021 | $ 337,920 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Disclosure (Details) | Aug. 04, 2016USD ($) | Jul. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 07, 2016lawsuit | Nov. 30, 2015lawsuit |
Loss Contingencies [Line Items] | ||||||||
Rent expense | $ 408,972 | $ 570,125 | ||||||
Contingency accrual | 0 | $ 9,250,000 | ||||||
Expensed deferred rent liability | (9,250,000) | 0 | ||||||
Settlement amount | 0 | 10,419,274 | ||||||
Professional fees | 1,782,569 | $ 3,229,465 | ||||||
Estimated insurance recoveries | 4,332,024 | |||||||
Lawsuit Arising from Role as Investment Advisor to FSC | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of lawsuits | lawsuit | 3 | |||||||
Lawsuit Arising from Role as Investment Advisor to FSC | Settled Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount | $ 14,050,000 | |||||||
Percent covered by insurance | 99.00% | |||||||
Class Action Lawsuits Filed by Purchasers of FSAM Shares | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of lawsuits | lawsuit | 2 | |||||||
Class Action Lawsuits Filed by Purchasers of FSAM Shares | Settled Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement amount | $ 9,250,000 | |||||||
Lease Abandonment | ||||||||
Loss Contingencies [Line Items] | ||||||||
Contingency accrual | $ 1,240,928 | 605,929 | $ 1,240,928 | |||||
Expensed deferred rent liability | $ 915,464 | 6,934 | ||||||
Parent Company | ||||||||
Loss Contingencies [Line Items] | ||||||||
Unfunded commitments | $ 0 |
Commitments and Contingencies58
Commitments and Contingencies - Summary of Lease Abandonment Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Loss Contingency Accrual [Roll Forward] | |||
Lease abandonment costs incurred | $ 9,250,000 | ||
Present value adjustment | (9,250,000) | $ 0 | |
Accrued lease abandonment costs, end of period | 0 | ||
Lease Abandonment | |||
Loss Contingency Accrual [Roll Forward] | |||
Lease abandonment costs incurred | 1,240,928 | ||
Rent payments | (641,933) | ||
Present value adjustment | $ 915,464 | 6,934 | |
Accrued lease abandonment costs, end of period | $ 1,240,928 | $ 605,929 |
Related Party Transactions - Ad
Related Party Transactions - Additional Disclosures (Details) | Mar. 24, 2017USD ($)$ / sharesshares | Mar. 20, 2017 | Jan. 04, 2017USD ($) | Mar. 24, 2016USD ($) | Dec. 22, 2014USD ($) | Oct. 11, 2014USD ($) | Jul. 22, 2013renewal_term | Feb. 28, 2017 | Oct. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Cash savings payable to TRA Recipients under tax receivable agreement, percent | 85.00% | |||||||||||||
Adjustment of TRA liability due to tax rate change | $ (92,348) | $ 0 | ||||||||||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | 30,599,203 | 0 | ||||||||||||
Net tax benefit in connection with TRA | 4,589,880 | |||||||||||||
Realized loss on settlement | 10,419,274 | |||||||||||||
Total capital contributions (net of redemptions) for equity method investment | 66,884,123 | |||||||||||||
Distributions from equity method investments | 1,175,933 | 180,998 | ||||||||||||
FSOF | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total capital contributions (net of redemptions) for equity method investment | 300,000 | |||||||||||||
Distributions from equity method investments | $ 6,000,000 | |||||||||||||
RiverNorth | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued (shares) | shares | 4,078,304 | |||||||||||||
Issuance of Class A common shares | $ 25,000,000 | |||||||||||||
Share price (USD per share) | $ / shares | $ 6.13 | |||||||||||||
Realized loss on settlement | $ 4,608,480 | |||||||||||||
RiverNorth | Leonard M. Tannenbaum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issued (shares) | shares | 5,142,296 | |||||||||||||
Share price (USD per share) | $ / shares | $ 6.13 | |||||||||||||
Realized loss on settlement | $ 5,810,794 | |||||||||||||
MMKT | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Operating income | 1,547,603 | |||||||||||||
Quarterly Hurdle Rate | FSC common stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, rate | 1.75% | |||||||||||||
Performance Fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue from related parties | 34,587 | 25,764 | ||||||||||||
Reimbursable Expenses | Due From Affiliates | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Management fees receivable | 2,440,815 | $ 3,200,688 | ||||||||||||
Affiliates | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related party | 32,241 | 30,412 | ||||||||||||
Recipients of Tax Receivable Agreements | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related party | 62,091,926 | 35,990,255 | ||||||||||||
Payments representing the initial payment associated with the TRA liability | $ 1,969,958 | $ 340,713 | ||||||||||||
TRA payable in the next twelve months | $ 800,000 | |||||||||||||
TRA, number of days due after FSAM files federal income tax return | 45 days | |||||||||||||
Business Development Companies | Management Fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue from related parties | $ 12,818,467 | 16,383,738 | ||||||||||||
Related party transactions, asset management fees waived | 61,283 | 81,028 | ||||||||||||
Business Development Companies | Administration Agreement Fees | Revenues - Other Fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, other fees | 2,063,277 | 1,934,422 | ||||||||||||
MMKT | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance amount | $ 5,900,000 | |||||||||||||
MMKT | FSM | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total capital contribution | $ 80,000 | |||||||||||||
Membership interest | 80.00% | |||||||||||||
Issuance amount | $ 1,300,000 | |||||||||||||
CLO I | Senior and Subordinated Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Investments at cost | 2,686,529 | 2,736,140 | ||||||||||||
Investment owned, fair value | 20,574,130 | $ 20,418,922 | ||||||||||||
Entity Controlled by Managing Member | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of lease renewal periods | renewal_term | 2 | |||||||||||||
Lease renewal term | 5 years | |||||||||||||
Entity Controlled by Managing Member | Lease Agreements | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Rental payments, per year | $ 2,000,000 | |||||||||||||
Beneficial Interest in CLO | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Distributions from equity method investments | 418,516 | $ 186,902 | ||||||||||||
Maximum | Decrease in Incentive Fee Payable | FSC common stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, rate | 25.00% | |||||||||||||
Maximum | Increase in Net Assets Over Lookback Period | FSC common stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, rate | 20.00% | |||||||||||||
Holdings LP Interests | Affiliates | Tax Receivable Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | $ 30,599,203 | |||||||||||||
Net tax benefit in connection with TRA | $ 4,589,880 | |||||||||||||
Due to related party | $ 26,009,323 |
Related Party Transactions - Su
Related Party Transactions - Summary of Equity Method Investments (Details) | Mar. 31, 2017USD ($)shares |
Schedule of Equity Method Investments [Line Items] | |
Shares | shares | 11,077,039 |
Cost | $ 66,884,123 |
Fair Value | 62,421,500 |
Gross Cumulative Unrealized Gains | 0 |
Gross Cumulative Unrealized Losses | $ (4,462,623) |
FSC common stock | |
Schedule of Equity Method Investments [Line Items] | |
Shares | shares | 8,399,520 |
Cost | $ 42,732,307 |
Fair Value | 38,805,782 |
Gross Cumulative Unrealized Gains | 0 |
Gross Cumulative Unrealized Losses | $ (3,926,525) |
FSFR common stock | |
Schedule of Equity Method Investments [Line Items] | |
Shares | shares | 2,677,519 |
Cost | $ 24,151,816 |
Fair Value | 23,615,718 |
Gross Cumulative Unrealized Gains | 0 |
Gross Cumulative Unrealized Losses | $ (536,098) |
Related Party Transactions - Am
Related Party Transactions - Amounts Due and From Affiliates (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Due from affiliates | $ 2,556,202 | $ 3,405,921 |
Due to affiliates: | 32,241 | 30,412 |
Reimbursed expenses due from the BDCs | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 2,005,231 | 2,803,949 |
Reimbursed expenses due from private funds | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 435,584 | 396,739 |
Due from employees | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 40,008 | 122,810 |
Other amounts due from affiliated entities | ||
Related Party Transaction [Line Items] | ||
Due from affiliates | 75,379 | 82,423 |
Stock appreciation rights liability | ||
Related Party Transaction [Line Items] | ||
Due to affiliates: | 32,241 | 30,412 |
Management Fees | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | 13,107,090 | 15,346,566 |
Performance Fees | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | 34,587 | 123,300 |
Business Development Companies | Base Management Fees Receivable | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | 9,362,862 | 9,972,116 |
Business Development Companies | Part I Fees Receivable (Payable) | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | 3,213,667 | 4,837,944 |
CLO I and CLO II | Collateral Management Fees Receivable | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | 530,561 | 536,506 |
FSOF | Performance Fees | ||
Related Party Transaction [Line Items] | ||
Management and Performance fees receivable | $ 34,587 | $ 123,300 |
Equity and Equity-based Compe62
Equity and Equity-based Compensation - FSAM Ownership Structure (Details) | 3 Months Ended |
Mar. 31, 2017voteclass | |
Class of Stock [Line Items] | |
Number of classes of common stock | class | 2 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Number of votes | 1 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Number of votes | 5 |
Equity and Equity-based Compe63
Equity and Equity-based Compensation - Dividends (Details) - USD ($) | Apr. 14, 2017 | Mar. 31, 2017 | Apr. 15, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||
Dividend declared (USD per share) | $ 0.125 | $ 0.10 | $ 0.125 | $ 0.1 | $ 0.1 | ||
Cash Distribution | $ 600,000 | $ 1,947,078 | $ 579,861 | $ 600,000 | |||
Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Cash Distribution | $ 1,900,000 |
Equity and Equity-based Compe64
Equity and Equity-based Compensation - Share Repurchase Program (Details) - Class A Common Stock - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | May 11, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||
Stock repurchase program, authorized amount | $ 20,000,000 | |
Shares repurchased (in shares) | 0 |
Equity and Equity-based Compe65
Equity and Equity-based Compensation - Equity Classified Awards (Details) | Jan. 04, 2017shares | Nov. 04, 2014USD ($)$ / shares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of award from the IPO date | 8 years | |||
Compensation charge related to the modification of awards | $ 0 | |||
Equity Classified Award [Roll Forward] | ||||
Equity classified awards, beginning | $ 1,798,921 | $ 7,016,286 | ||
Amortization of Holdings LP Interests | (77,097) | (256,693) | ||
Equity classified awards, ending | 1,721,824 | $ 6,759,593 | ||
Total compensation expense expected to be recognized in future periods | $ 1,721,824 | |||
Period for recognition of unrecognized compensation costs | 5 years 8 months | |||
Limited Partners of Fifth Street Holdings, L.P. - Unvested | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of unvested interest (in USD per share) | $ / shares | $ 0.01 | |||
Maximum permitted percent to be exchanged | 20.00% | |||
Vesting on The Second Anniversary | Limited Partners of Fifth Street Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Vesting on the Third Anniversary | Limited Partners of Fifth Street Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Vesting on the Fourth Anniversary | Limited Partners of Fifth Street Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Vesting on the Fifth Anniversary | Limited Partners of Fifth Street Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Vesting on the Sixth Anniversary | Limited Partners of Fifth Street Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of stock, shares converted (in shares) | shares | 8,772,450 | |||
Shares repurchased (in shares) | shares | 0 | |||
Chief Executive Officer | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares repurchased (in shares) | shares | 8,571,370 | |||
Reorganization Conversion | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion ratio | 1 |
Equity and Equity-based Compe66
Equity and Equity-based Compensation - 2017 Equity Grants to Senior Management (Details) | Jan. 12, 2017shares | Jan. 03, 2017award$ / sharesshares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (USD per share) | $ / shares | $ 6.95 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 637,252 | 925,022 | 156,740 | |
Period of conversion eligibility | 60 days | |||
Mr. Dalton | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 287,770 | |||
Mr. Dalton | Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 1,000,000 | |||
Number of awards granted | award | 2 | |||
Granted (USD per share) | $ / shares | $ 6.95 | |||
Mr. Leonard M. Tannenbaum | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 432,519 | |||
Mr. Bernard D. Berman | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 97,863 | |||
Alexander C. Frank | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 76,336 | |||
Other Employees | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 30,534 | |||
Vesting on The First Anniversary | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Vesting on The First Anniversary | Mr. Dalton | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting on The Second Anniversary | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Vesting on The Second Anniversary | Mr. Dalton | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting on the Third Anniversary | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Vesting on the Third Anniversary | Mr. Dalton | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Fourth Anniversary | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Fourth Anniversary | Mr. Dalton | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Fourth Anniversary | Mr. Dalton | Stock Option One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 750,000 | |||
Award vesting period | 5 years | |||
Fourth Anniversary | Mr. Dalton | Stock Option Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 250,000 | |||
Award vesting period | 6 years |
Equity and Equity-based Compe67
Equity and Equity-based Compensation - 2014 Omnibus Incentive Plan (Details) - USD ($) | Jan. 12, 2017 | Nov. 04, 2014 | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted (in shares) | 1,010,000 | |||
Omnibus Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted (in shares) | 5,658,970 | |||
Equity-based compensation expense | $ 1,014,535 | $ 1,404,664 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 637,252 | 925,022 | 156,740 | |
Restricted Stock Units (RSUs) | Omnibus Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 1,174,748 | |||
Equity-based compensation expense | $ 826,750 | $ 770,843 | ||
Options | Omnibus Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 185,956 | $ 631,782 | ||
Stock Appreciation Rights (SARs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 0 | 0 | ||
Stock Appreciation Rights (SARs) | Omnibus Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 90,500 | |||
Equity-based compensation expense | $ 1,829 | $ 2,039 |
Equity and Equity-based Compe68
Equity and Equity-based Compensation - Restricted Stock Units, Narrative (Details) - USD ($) | Mar. 31, 2017 | Jan. 12, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividend declared (USD per share) | $ 0.125 | $ 0.10 | $ 0.125 | $ 0.1 | $ 0.1 | |
Accrued dividends related to unvested restricted stock units | $ 188,186 | $ 134,104 | ||||
Total compensation expense expected to be recognized in future periods | $ 1,721,824 | $ 1,721,824 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvesting period | 3 years | |||||
Granted (shares) | 637,252 | 925,022 | 156,740 | |||
Accrued dividends related to unvested restricted stock units | $ 213,677 | $ 134,104 | ||||
Total compensation expense expected to be recognized in future periods | $ 13,117,204 | $ 13,117,204 | ||||
Weighted average period for recognition of compensation expense | 3 years 6 months | |||||
Fourth Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Fifth Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Sixth Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Saleable rate | 25.00% | |||||
Seventh Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Saleable rate | 25.00% | |||||
Eighth Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Saleable rate | 25.00% | |||||
Ninth Anniversary | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Saleable rate | 25.00% |
Equity and Equity-based Compe69
Equity and Equity-based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - $ / shares | Jan. 12, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Restricted Stock Units | |||
Beginning balance (shares) | 805,037 | ||
Granted (shares) | 637,252 | 925,022 | 156,740 |
Vested (shares) | 0 | ||
Forfeited (shares) | (20,641) | ||
Ending balance (shares) | 1,709,418 | ||
Weighted Average Grant Date Fair Value Per Unit | |||
Beginning balance (USD per share) | $ 15.56 | ||
Granted (USD per share) | 6.67 | ||
Vested (USD per share) | 0 | ||
Forfeited (USD per share) | 17 | ||
Ending balance (USD per share) | $ 10.73 |
Equity and Equity-based Compe70
Equity and Equity-based Compensation - Options, Narrative (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation expense | $ | $ 3,227,580 |
Weighted average period for recognition of compensation expense | 3 years 6 months 6 days |
Board member | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (shares) | shares | 1,010,000 |
Equity and Equity-based Compe71
Equity and Equity-based Compensation - Option Valuation Information (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate minimum | 1.61% |
Risk-free interest rate maximum | 1.94% |
Expected volatility factor minimum | 56.49% |
Expected volatility factor maximum | 59.24% |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 7.85% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 3 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life in years | 5 years |
Equity and Equity-based Compe72
Equity and Equity-based Compensation - Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Beginning balance (shares) | 1,558,013 | |
Granted (shares) | 1,010,000 | |
Vested (shares) | (20,000) | |
Forfeited (shares) | (113,821) | |
Ending balance (shares) | 2,434,192 | 1,558,013 |
Exercisable at end of period (shares) | 2,940,175 | |
Expected to vest (shares) | 2,434,192 | |
Weighted Average Exercise Price | ||
Beginning balance (USD per share) | $ 18.21 | |
Granted (USD per share) | 6.95 | |
Vested (USD per share) | 3.28 | |
Forfeited or expired (USD per share) | 18.70 | |
Ending balance (USD per share) | 13.91 | $ 18.21 |
Exercisable at end of period (USD per share) | 18.62 | |
Expected to vest (in usd per share) | $ 13.91 | |
Weighted Average Remaining Life (in years), Balance | 7 years 2 months 12 days | 7 years 8 months 12 days |
Weighted Average Remaining Life (in years), Granted | 5 years 4 months | |
Weighted Average Remaining Life (in years), Vested | 4 years | |
Weighted Average Remaining Life (in years), Forfeited | 7 years 7 months | |
Weighted Average Remaining Life, Exercisable (in years) | 2 years 6 months 1 day | |
Weighted Average Remaining Life, Expected to vest (in years) | 7 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercisable | $ 36,400 | |
Aggregate Intrinsic Value, Expected to vest | $ 2,300 |
Equity and Equity-based Compe73
Equity and Equity-based Compensation - Stock Appreciation Rights (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total compensation expense expected to be recognized in future periods | $ 1,721,824 | |
Stock Appreciation Rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service period | 6 years | |
Assumed forfeiture rate | 5.00% | |
Total compensation expense expected to be recognized in future periods | $ 44,638 | |
SARs | ||
Beginning balance (shares) | 44,000 | 71,000 |
Granted (shares) | 0 | 0 |
Vested (shares) | 0 | 0 |
Forfeited (shares) | (2,000) | (13,500) |
Ending balance (shares) | 42,000 | 57,500 |
Weighted Average Grant Date Fair Value Per SAR | ||
Beginning balance (USD per share) | $ 1.78 | $ 1.78 |
Granted (USD per share) | 0 | 0 |
Vested (USD per share) | 0 | 0 |
Forfeited (USD per share) | 1.78 | 1.78 |
Ending balance (USD per share) | 1.78 | $ 1.78 |
IPO | Stock Appreciation Rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
IPO share price (USD per share) | $ 17 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jan. 04, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 |
Income Tax Contingency [Line Items] | |||||
Reduction in deferred tax assets | $ 108,645 | ||||
Effective interest rate percent | 10.60% | ||||
Federal statutory income tax rate | 34.00% | ||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | $ 30,599,203 | $ 0 | |||
Net tax benefit in connection with TRA | 4,589,880 | ||||
Discrete Adjustment | |||||
Income Tax Contingency [Line Items] | |||||
Reduction in deferred tax assets | $ 92,348 | ||||
Internal Revenue Sode (IRC) Section 382 | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforward | 494,623 | ||||
Operating loss carryforward, valuation allowance | $ 172,934 | ||||
Effective interest rate percent | 13.00% | ||||
Affiliates | |||||
Income Tax Contingency [Line Items] | |||||
Due to related party | $ 32,241 | $ 30,412 | |||
Affiliates | Tax Receivable Agreement | Holdings LP Interests | |||||
Income Tax Contingency [Line Items] | |||||
Increase in deferred tax assets as a result of exchange of Holdings LP Interests | $ 30,599,203 | ||||
Due to related party | $ 26,009,323 | ||||
Net tax benefit in connection with TRA | $ 4,589,880 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Income (Loss) Attributable to Parent, Diluted [Abstract] | ||
Net income (loss) attributable to FSAM | $ 1,595,129 | $ (1,231,945) |
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities | 0 | (128,112) |
Net income (loss) available to Class A common stockholders | $ 1,595,129 | $ (1,360,057) |
Numerator for basic and diluted net income (loss) per share of Class A common stock: | ||
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Basic (USD per share) | $ (0.21) | |
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Diluted (USD per share) | $ (0.23) | |
Restricted Stock Units (RSUs) | ||
Numerator for basic and diluted net income (loss) per share of Class A common stock: | ||
Antidilutive securities (shares) | 1,619,418 | 1,341,035 |
Options | ||
Numerator for basic and diluted net income (loss) per share of Class A common stock: | ||
Antidilutive securities (shares) | 5,314,367 | 5,468,745 |
Class A Common Stock | ||
Denominator for basic and diluted net income (loss) per share of Class A common stock: | ||
Weighted average shares of Class A common stock outstanding (shares) | 15,224,235 | 5,798,614 |
Dilutive effects of options to acquire shares of Class A common stock (in shares) | 22,043 | 0 |
Weighted average shares of Class A common stock outstanding - diluted (shares) | 15,270,787 | 5,798,614 |
Numerator for basic and diluted net income (loss) per share of Class A common stock: | ||
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Basic (USD per share) | $ 0.10 | $ (0.21) |
Net income (loss) per share attributable to Fifth Street Asset Management Inc. Class A common stock - Diluted (USD per share) | $ 0.10 | $ (0.23) |
Class A Common Stock | Restricted Stock Units (RSUs) | ||
Denominator for basic and diluted net income (loss) per share of Class A common stock: | ||
Dilutive effects of restricted stock units (in shares) | 24,509 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 11, 2017 | Apr. 04, 2017 | Mar. 31, 2017 | May 10, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | Nov. 04, 2014 |
Subsequent Event [Line Items] | |||||||
Shares outstanding (shares) | 2,434,192 | 1,558,013 | |||||
Restricted Stock Units (RSUs) | |||||||
Subsequent Event [Line Items] | |||||||
Forfeited (shares) | 20,641 | ||||||
Shares outstanding (in shares) | 1,709,418 | 805,037 | |||||
Mr. Dalton | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Cash payment entitlement in case of employment termination | $ 1,250,000 | ||||||
Mr. Dalton | Restricted Stock Units (RSUs) | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Forfeited (shares) | 214,704 | ||||||
Shares outstanding (in shares) | 73,066 | ||||||
Mr. Dalton | 6-Year Options | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Options outstanding, nonvested (in shares) | 186,524 | ||||||
Expiration period | 6 years | ||||||
Shares outstanding (shares) | 63,476 | ||||||
Mr. Dalton | 5-Year Option | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Options outstanding, nonvested (in shares) | 559,570 | ||||||
Expiration period | 5 years | ||||||
Shares outstanding (shares) | 190,430 | ||||||
Fifth Street Holdings L.P. | Unsecured Revolving Credit Facility Maturing in 2019 | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 146,000,000 | $ 146,000,000 | $ 176,000,000 | ||||
Fifth Street Holdings L.P. | Unsecured Revolving Credit Facility Maturing in 2019 | Revolving Credit Facility | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | $ 146,000,000 | |||||
Required percent of sale proceeds to be used towards credit facility repayment | 75.00% |