8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2004

Resource America, Inc.
(Exact name of registrant as specified in its chapter)

Delaware	0-4408	72-0654145
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1845 Walnut Street, Suite 1000 Philadelphia, PA		19103
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 215-546-5005

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02      Results of Operations and Financial Condition.

         On December 8, 2004, Resource America, Inc. (the “Company”) issued an earnings release announcing its financial results for the fourth fiscal quarter and fiscal year ended September 30, 2004. A copy of the earnings release is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits.

                      (c)    Exhibits

                               99.1      Press Release dated December 8, 2004

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Resource America, Inc.

Dated: December 8, 2004 /s/ Steven J. Kessler           
Steven J. Kessler
Senior Vice President and Chief Financial Officer

EX-99

FOR IMMEDIATE RELEASE

CONTACT:     STEVEN J. KESSLER

                         CHIEF FINANCIAL OFFICER

                         RESOURCE AMERICA, INC

                         1845 WALNUT STREET, SUITE 1000

                          PHILADELPHIA, PA 19103

                         215/546-5005, 215/546-4785 (fax)

RESOURCE AMERICA, INC.
REPORTS OPERATING RESULTS
FOR FOURTH QUARTER AND FISCAL YEAR ENDED SEPTEMBER 30, 2004

Philadelphia, PA, December 8, 2004 — Resource America, Inc. (NASDAQ: REXI) (the “Company”) reported income from continuing operations of $7.5 million or $.40 per common share diluted and $21.5 million or $1.17 per common share diluted for the fourth quarter and fiscal year ended September 30, 2004, respectively, as compared to $1.5 million or $.09 per common share diluted and $9.9 million or $.56 per common share diluted for the fourth quarter and fiscal year ended September 30, 2003, respectively.

Pro-forma income from continuing operations in the fourth quarter and fiscal year ended September 30, 2004 was $7.7 million or $.41 per common share diluted and $22.6 million or $1.23 per common share diluted, respectively. This excludes charges of $174,000 ($115,000, net of tax) for the fourth fiscal quarter ended September 30, 2004 and $1.7 million ($1.1 million, net of tax) for the fiscal year ended September 30, 2004. The charges were in connection with the initial public offering of 19.8% of the Company’s energy subsidiary, Atlas America, Inc. (NASDAQ: ATLS) and its planned spin-off. The following table reconciles income from continuing operations to pro-forma income from continuing operations for the fourth quarter and fiscal years ended September 30, 2004 and 2003.

	Three Months Ended September 30,				Years Ended September 30,
	2004		2003		2004		2003
	(unaudited, in thousands, except per share data)
Income from continuing operations	$	7,549	$	1,493	$	21,463	$	9,878
Charge resulting from planned spin-off of Atlas
America, net of tax		115		--		1,137		--
Pro-forma income from continuing operations	$	7,664	$	1,493	$	22,600	$	9,878
Pro-forma income from continuing operations
per share diluted	$	0.41	$	0.09	$	1.23	$	0.56

Pro-forma income from continuing operations which excludes the charge for “Atlas America, Inc. planned spin-off” is not a measure of financial performance under GAAP and accordingly, should not be considered as a substitute for income from continuing operations prepared in accordance with GAAP.

In May 2004, Atlas America completed an initial public offering of 2,645,000 shares of its common stock at a price of $15.50 per common share. In connection with the offering, the Company realized a gain of $20.4 million on the sale of Atlas America, reflected solely as an increase to its stockholders’ equity and not as income. The Company received $37.0 million in the form of a tax-free dividend from the proceeds of the offering.

Net income, including the effect of discontinued operations, for the fourth quarter ended September 30, 2004 was $6.1 million or $.32 per common share diluted as compared to a net loss of $11.3 million or ($.64) per common share diluted for the fourth quarter ended September 30, 2003. Net income, including the effect of discontinued operations, for the fiscal year ended September 30, 2004 was $18.4 million or $1.01 per common share diluted as compared to a net loss of $2.9 million or ($.17) per common share diluted for the fiscal year ended September 30, 2003, an increase of $21.3 million.

Earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), a non-GAAP measure, were $18.3 million and $55.7 million for the fourth quarter and fiscal year ended September 30, 2004, respectively, as compared to $8.4 million and $39.5 million for the fourth quarter and fiscal year ended September 30, 2003, respectively. The following reconciles EBITDA to the Company’s income from continuing operations for the fourth quarter and fiscal years ended September 30, 2004 and 2003.

	Three Months Ended September 30,				Years Ended September 30,
	2004		2003		2004		2003
	(in thousands)
Income from continuing operations	$	7,549	$	1,493	$	21,463	$	9,878
Plus:
Interest expense		1,636		3,177		6,616		12,789
Income taxes		4,594		882		12,025		4,649
Depreciation, depletion and amortization		4,547		2,815		15,568		12,148
EBITDA	$	18,326	$	8,367	$	55,672	$	39,464

Management of the Company believes that EBITDA provides additional information with respect to the Company’s ability to meet its debt service, capital expense and working capital requirements. EBITDA is a commonly used measure of a business’ ability to generate cash flow without consideration of its financing structure. This measure is widely used by commercial banks, investment bankers, rating agencies and investors in evaluating performance relative to peers and pre-set performance standards. It is also a financial measurement that, with certain negotiated adjustments, is reported to the Company’s banks to establish conformance with its financial covenants under its credit facilities. EBITDA is not a measure of financial performance under GAAP and, accordingly, should not be considered as a substitute for net income, or cash flows from operating activities prepared in accordance with GAAP.

The Company is a specialized asset management company that uses industry specific expertise to generate and administer investment opportunities for its own account and for outside investors in the real estate, equipment leasing, structured finance and energy sectors. At September 30, 2004, the Company managed approximately $4.2 billion in these sectors as follows:

Real estate assets	$	0.4 billion
Equipment leasing assets	$	0.2 billion
Structured finance assets	$	2.6 billion
Energy assets	$	1.0 billion

A description of how the Company calculates assets under management is set forth in Item 1 of the Company’s Form–10K/A for the year ended September 30, 2003.

For more information, please visit our website at www.resourceamerica.com or contact investor relations at pschreiber@resourceamerica.com.

Highlights for the Fourth Quarter, Fiscal Year Ended September 30, 2004 and Recent Developments

REAL ESTATE:

• In fiscal 2004, the Company resolved 12 real estate loans and real estate assets realizing net proceeds of approximately $71.6 million.

• Resource Capital Partners, Inc., the Company’s real estate investment partnership manager, has raised $28.3 million of investor equity in three funds since it began its asset management offerings in 2003. Resource Capital manages over $100.0 million of multi-family apartment complexes and is continuing to seek new investments for its funds.

• In November 2004, the Alex Brown building, a 475,561 square foot office building in Baltimore, Maryland, was refinanced with a $65.0 million mortgage with an interest rate of 5.5%, which replaced its previous 8.8% mortgage. The Company received $8.7 million in proceeds from this refinancing and is now positioned to sell the asset.

EQUIPMENT LEASING:

• The Company’s wholly-owned equipment leasing subsidiary, LEAF Financial Corporation, increased its lease originations to $149.5 million in the fiscal year ended September 30, 2004, as compared to $49.0 million in the fiscal year ended September 30, 2003 (205%).

• LEAF acquired a portfolio of small ticket leases and numerous vendor finance relationships from Premier Lease Services, L.C., on June 30, 2004 for $35.0 million.

• In 2004, LEAF entered into new strategic relationships to provide lease financing for the customers of several major equipment vendors including Prime Clinical Systems, Inc., an electronic medical records system developer; ASAP Software, one of the largest resellers of Microsoft software; X-Ray Marketing Associates, Inc., a nationwide cooperative of radiographic imaging dealers; Cardiomedics, Inc., a manufacturer of therapeutic medical devices; and ScanSource, Inc., a national distributor of point of sale, computer and telephony equipment. LEAF originates and manages these leases for its own account and for its investors.

• Equipment leasing assets under management increased to $164.8 million as of September 30, 2004, an increase of $101.8 million (162%) from September 30, 2003.

STRUCTURED FINANCE:

• Trapeza, a 50% joint venture of the Company’s structured finance division, closed two additional collateralized debt obligations (“CDOs”) secured by diversified pools of trust preferred securities in fiscal 2004 and closed a third in October 2004. Total assets managed by Trapeza increased to $2.4 billion at September 30, 2004 from $1.3 billion at September 30, 2003 (83%).

• Ischus Capital Management, LLC (“Ischus”), the Company’s wholly-owned subsidiary formed in June 2004 to manage Asset Backed Securities (“ABS”) CDOs, acquired $233.4 million of assets during the fourth quarter of the fiscal year ended September 30, 2004. Ischus priced its first CDO on October 23, 2004 and expects to close during the first quarter of fiscal 2005. The CDO is expected to be secured by $400.0 million in ABS.

• The Trapeza partnerships and Structured Finance Fund I, a partnership recently formed by the Company to invest in the equity of the Trapeza and Ischus CDOs, raised a total of $22.9 million during fiscal 2004.

ENERGY:

• On July 16, 2004, Atlas Pipeline Partners, L.P. (NYSE:APL), an indirect subsidiary of the Company, completed its acquisition of Spectrum Field Services, Inc., whose principal assets include 1,900 miles of natural gas pipelines and a natural gas processing facility in Velma, Oklahoma. Total consideration was $142.4 million. Permanent financing for this acquisition was provided by APL’s new $135.0 million credit facility administered by Wachovia Bank, N.A.

• In April and July 2004, APL completed public offerings of 750,000 and 2,100,000 common units, respectively. The net proceeds of $25.2 million and $67.5 million, after deducting underwriting discounts and commissions, were utilized for the Spectrum acquisition.

• Atlas America completed a record-breaking year of fund raising in calendar 2004, with the placement of $111.9 million of partnership units. This represents a 49% increase over calendar year 2003 funds raised of $75.1 million, which set a previous record.

• Atlas America drilled and substantially completed 450 net wells during the fiscal year ended September 30, 2004, as compared to 282 net wells during the fiscal year ended Septembers 30, 2003. Revenues generated by well drilling activities totaled $86.9 million for the fiscal year ended September 30, 2004 as compared to $52.9 million for the fiscal year ended September 30, 2004, an increase of 64%.

• Revenues from the production and sale of natural gas and oil for the fiscal year ended September 30, 2004 were $48.5 million, a 26% increase over the $38.6 million in gas and oil production revenues for the fiscal year ended September 30, 2003.

• Atlas America’s stock price closed at $31.61 on December 7, 2004, an increase of $16.11 (104%) from its initial public offering price of $15.50 on May 11, 2004.

• APL’s common unit price closed at $39.74 on December 7, 2004, an increase of $4.64 (13%) from its closing price of $35.10 on the first day of fiscal 2004.

Certain matters discussed within this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include financial performance, regulatory changes, changes in local or national economic conditions and other risks detailed from time to time in the Company’s reports filed with the SEC, including quarterly reports on Form 10Q, reports on Form 8-K and annual reports on Form 10-K.

The remainder of this release contains the Company’s consolidated balance sheets, statements of operations and certain information relating to the revenues recognized and costs and expenses and other information related to the Company’s energy, equipment leasing and real estate operations during the periods indicated.

RESOURCE AMERICA, INC.
CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30,
	2004			2003
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	69,099		$	42,818
Investments in lease assets		24,177			6,817
Accounts receivable and prepaid expenses		31,634			24,012
Assets held for sale		102,963			222,677
Total current assets		227,873			296,324
Investments in real estate loans and real estate		47,119			68,936
Investment in RAIT Investment Trust		3,026			20,511
Property and equipment, net		374,192			219,445
Other assets		28,593			19,582
Intangible assets, net		7,433			8,476
Goodwill, net of accumulated amortization of $4,532		37,470			37,470
	$	725,706		$	670,744
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	6,151		$	60,579
Secured revolving credit facility - equipment leasing		8,487			7,168
Accounts payable		25,413			23,951
Liabilities associated with assets held for sale		65,300			141,473
Accrued liabilities		38,679			14,749
Liabilities associated with drilling contracts		29,375			22,158
Total current liabilities		173,405			270,078
Long-term debt		114,696			110,208
Deferred revenue and other liabilities		9,263			6,150
Deferred income taxes		19,677			12,878
Minority interests		150,750			43,976
Commitments and contingencies		--			--
Stockholders' equity:
Preferred stock, $1.00 par value: 1,000,000 authorized shares		--			--
Common stock, $0.01 par value: 49,000,000 authorized shares		255			255
Additional paid-in capital		247,865			227,211
Less treasury stock, at cost		(77,667	)		(78,860	)
Less ESOP loan receivable		(1,127	)		(1,137	)
Accumulated other comprehensive (loss) income		(1,575	)		5,611
Retained earnings		90,164			74,374
Total stockholders' equity		257,915			227,454
	$	725,706		$	670,744

RESOURCE AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Years Ended September 30,
	2004			2003			2004			2003
	(in thousands)
REVENUES:
Energy	$	69,825		$	29,174		$	180,352		$	105,262
Real estate		4,576			2,692			18,884			13,678
Equipment leasing		2,869			1,030			8,262			4,071
Equity in earnings of structured finance investees		3,495			572			7,343			1,444
		80,765			33,468			214,841			124,455
COSTS AND EXPENSES:
Energy		52,587			17,387			125,716			67,215
Real estate		5,750			2,091			15,836			4,610
Equipment leasing		2,214			2,013			8,890			5,883
Structured finance		1,026			--			2,128			--
General and administrative		1,209			2,338			7,062			6,925
Atlas America, Inc. planned spin-off		174			--			1,723			--
Depreciation, depletion and amortization		4,547			2,815			15,568			12,148
Provision for possible losses		60			300			642			1,848
Provision for legal settlements		--			--			--			1,185
		67,567			26,944			177,565			99,814
OPERATING INCOME		13,198			6,524			37,276			24,641
OTHER INCOME (EXPENSE):
Interest expense		(1,636	)		(3,177	)		(6,616	)		(12,789	)
Minority interest in Atlas Pipeline Partners, L.P.		(773	)		(1,465	)		(4,961	)		(4,439	)
Other income, net		2,738			493			9,670			7,114
		329			(4,149	)		(1,907	)		(10,114	)
Income from continuing operations before income taxes,
minority interest, and cumulative effects of changes
in accounting principles		13,527			2,375			35,369			14,527
Provision for income taxes		4,594			882			12,025			4,649
Income from continuing operations before minority interest and
cumulative effects of changes in accounting principles		8,933			1,493			23,344			9,878
Minority interest in Atlas America, Inc., net of tax		(1,384	)		--			(1,881	)		--
Income from continuing operations		7,549			1,493			21,463			9,878
(Loss) income on discontinued operations, net of tax		(1,491	)		1,111			(3,054	)		1,088
Cumulative effects of changes in accounting principles, net of tax		--			(13,881	)		--			(13,881	)
NET INCOME (LOSS)	$	6,058		$	(11,277	)	$	18,409		$	(2,915	)
Net income (loss) per common share - basic:
From continuing operations	$	0.43		$	0.09		$	1.23		$	0.58
Discontinued operations		(0.08	)		0.06			(0.17	)		0.06
Cumulative effects of changes in accounting principles		--			(0.81	)		--			(0.81	)
Net income (loss) per common share - basic	$	0.35		$	(0.66	)	$	1.06		$	(0.17	)
Weighted average common shares outstanding		17,486			17,095			17,417			17,172
Net income (loss) per common share - diluted:
From continuing operations	$	0.40		$	0.09		$	1.17		$	0.56
Discontinued operations		(0.08	)		0.06			(0.16	)		0.06
Cumulative effects of changes in accounting principles		--			(0.79	)		--			(0.79	)
Net income (loss) per common share - diluted	$	0.32		$	(0.64	)	$	1.01		$	(0.17	)
Weighted average common shares		18,682			17,608			18,309			17,568

Results of Operations: Energy

The following tables set forth information relating to revenues recognized and costs and expenses incurred, daily production volumes, average sales prices, production costs as a percentage of natural gas and oil sales, and production costs per mcfe for our energy operations during the periods indicated:

	Three Months Ended September 30,						Years Ended September 30,
	2004			2003			2004		2003
	(in thousands)
Revenues:
Production	$	13,554		$	11,088		$	48,526	$	38,639
Well drilling		22,303			14,713			86,880		52,879
Well services		2,224			1,845			8,430		7,634
Gathering, transmission and processing		31,730			1,591			36,252		5,901
Other		14			(63	)		264		209
	$	69,825		$	29,174		$	180,352	$	105,262
Costs and expenses:
Production	$	2,073		$	1,891		$	7,289	$	6,770
Exploration		(612	)		400			1,549		1,715
Well drilling		19,394			12,793			75,548		45,982
Well services		1,328			931			4,399		3,774
Gathering, transmission and processing		26,103			612			27,870		2,444
Terminated acquisition		2,987			--			2,987		--
Non-direct		1,314			760			6,074		6,530
	$	52,587		$	17,387		$	125,716	$	67,215

	Three Months Ended September 30,						Years Ended September 30,
	2004			2003			2004			2003
Production revenues (in thousands):
Gas (1)	$	11,743		$	9,968		$	42,532		$	34,276
Oil	$	1,763		$	1,083		$	5,947		$	4,307
Production volumes:
Gas (mcf/day) (1) (2)		21,157			20,916			19,905			19,087
Oil (bbls/day) (2)		498			469			495			438
Total (mcfe/day) (2)		24,145			23,730			22,875			21,715
Average sales prices:
Gas (per mmcf)	$	6.03		$	5.18		$	5.84		$	4.92
Oil (per bbl)	$	38.52		$	25.11		$	32.85		$	26.91
Production costs: (3)
As a percent of sales		15	%		19	%		15	%		18	%
Per mcfe	$	0.92		$	0.87		$	0.87		$	0.84
Depletion per equivalent mcfe	$	1.36		$	0.95		$	1.22		$	1.01

(1) Excludes sales of residual gas and sales to landowners.

(2) As used in this discussion, “mcf” and “mmcf” mean thousand cubic feet and million cubic feet; “mcfe” and “mmcfe” means thousand cubic feet equivalent and million cubic feet equivalent, and “bbls” means barrels. Bbls are converted to mcfe using the ratio of six mcfs to one bbl.

(3) Production costs include labor to operate the wells and related equipment, repairs and maintenance, materials and supplies, property taxes, severance taxes, insurance, gathering charges and production overhead.

Results of Operations: Equipment Leasing

The following table sets forth certain information relating to the revenues and costs and expenses incurred in our equipment leasing operations during the periods indicated:

	Three Months Ended September 30,					Years Ended September 30,
	2004		2003			2004		2003
	(in thousands)
Revenues:
Leasing revenues	$	649	$	100		$	2,597	$	544
Acquisition fees		1,031		256			2,542		1,012
Management fees		1,061		697			2,462		2,421
Other		128		(23	)		661		94
	$	2,869	$	1,030		$	8,262	$	4,071
Costs and expenses	$	2,214	$	2,013		$	8,890	$	5,883

Results of Operations: Real Estate

The following table sets forth information relating to the revenues recognized and costs and expenses incurred in our real estate operations during the periods indicated:

	Three Months Ended September 30,					Years Ended September 30,
	2004			2003		2004		2003
	(in thousands)
Revenues:
Interest on loans	$	192		$	329	$	984	$	6,103
Accreted discount (net of collection of interest) on loans		357			470		1,909		1,962
Gains on resolutions of loans and loan payments in excess
of the carrying value of loans		158			317		890		1,024
Fee income from sponsorship of partnerships		95			476		1,466		3,051
Rental and other income from properties		(424	)		95		517		340
FIN 46 revenues		3,418			948		11,865		948
Equity in earnings of equity investees		780			57		1,253		250
	$	4,576		$	2,692	$	18,884	$	13,678
Cost and expenses:
Real estate general and administrative	$	1,601		$	1,361	$	4,571	$	3,880
FIN 46 expenses		4,149			730		11,265		730
	$	5,750		$	2,091	$	15,836	$	4,610