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October 31, 2018

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SEC File Number

001-36804

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70338T102

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One)    

 

☐   Form 10-K     ☐   Form 20-F     ☐   Form 11-K     ☒   Form 10-Q

☐   Form 10-D     ☐   Form N-SAR     ☐   Form N-CSR

 

 

 

 

For Period Ended: March 31, 2017

 

 

 

 

☐   Transition Report on Form 10-K

 

 

☐   Transition Report on Form 20-F

 

 

☐   Transition Report on Form 11-K

 

 

☐   Transition Report on Form 10-Q

 

 

☐   Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

Patriot National, Inc.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

401 East Las Olas Boulevard, Suite 1650

(Address of Principal Executive Office ( Street and Number ))

Fort Lauderdale, Florida 33301

(City, State and Zip Code)

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☐    

 

(a)

 

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

(b)

 

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

(c)

 

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Patriot National, Inc. (the “Company”) has determined that it is unable to file its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2017 within the prescribed time because the Company is still finalizing the Form 10-K for the year ended December 31, 2016.

(Attach Extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

(1) 

Name and telephone number of person to contact in regard to this notification

 

Thomas Shields

 

954

 

670-2984

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     ☐   Yes     ☒   No

Form 10-K for the fiscal year ended December 31, 2016

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     ☒   Yes     ☐   No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

See Annex A

 

Patriot National, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

 

May 16, 2017

 

By:

/s/ Thomas Shields

 

 

 

 

 

Name:

Thomas Shields

 

 

 

 

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

 

Annex A

The Company had total revenues of $60.5 million for the three months ended March 31, 2017, compared with $64.6 million in the same period a year ago. Total fee income was $60.4 million for the three months ended March 31, 2017, a decrease of 6.8% compared to $64.9 million for the corresponding prior-year period. The decrease in fee income during the three months ended March 31, 2017 was primarily due to fee rate reductions effective January 1, 2017.

Total expenses for the three months ended March 31, 2017 were $69.1 million, compared with $58.3 million in the corresponding prior-year period. The increase was largely attributable to a $4.0 million decrease in fair value of assets held for sale related to the Global HR Research disposition effective April 3, 2017 and higher interest expense of $4.3 million related to our credit facility that we entered into on November 9, 2016.

For the three months ended March 31, 2017, GAAP net loss was $4.9 million or $0.16 per share, compared with GAAP net income of $3.4 million, or $0.12 per share, for the three months ended March 31, 2016.