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): June 30, 2005

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 2.01. Completion of Acquisition or Disposition of Assets.

        On June 30, 2005, Resource America, Inc. (“Resource”) completed the spin-off of Atlas America, Inc. (“Atlas”) from Resource by distributing (the “Equity Distribution”) Resource’s remaining equity interest in Atlas to Resource shareholders. Atlas is comprised of the former energy operations of Resource. Attached as Exhibit 99.1 to this Form 8-K is the press release issued by Resource on June 30, 2005 announcing the completion of the spin-off of Atlas from Resource.

        In the Equity Distribution, Resource distributed 0.59367 of a share of Atlas common stock to Resource shareholders for each outstanding share of Resource common stock they owned as of the record date of June 24, 2005. In the aggregate, Resource distributed 10,688,333 shares of Atlas common stock to Resource shareholders. Based on the closing price for Atlas common on the NASDAQ National Market on June 30, 2005 of $37.19 per share, the aggregate market value of the shares distributed in the Equity Distribution was approximately $397 million. The Equity Distribution was structured to be free of federal income tax to Resource shareholders (other than with respect to any cash received in lieu of fractional shares).

        In May 2004, Atlas completed an initial public offering (“IPO”) of 2,645,000 shares of Atlas common stock, including shares sold in connection with the exercise of an over-allotment option. Following the IPO and prior to the Equity Distribution described above, approximately 19.8% of the total outstanding common stock of Atlas was held by the public and 80.2% was held by Resource. Before the IPO, Resource owned all of Atlas' common stock.

        Until the date of the Equity Distribution, as a majority-owned subsidiary, Atlas’ financial results were consolidated into Resource’s financial results. Subsequent to the Equity Distribution, Atlas no longer constitutes part of Resource’s business operations, accordingly, the related operating results of Atlas will be reflected in Resource’s financial results as discontinued operations for all periods presented.

Item 9.01. Financial Statements and Exhibits.

      (b)(1) Pro Forma Financial Information

        Included as Exhibit 99.2 are (i) unaudited consolidated pro forma statements of operations for the six months ended March 31, 2005 and the year ended September 30, 2004 that give effect to the spin-off of Atlas as of the beginning of the respective periods and (ii) an unaudited consolidated pro forma balance sheet as of March 31, 2005 that gives effect to the spin-off of Atlas as of that date.

        These unaudited consolidated pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the spin-off of Atlas been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited consolidated pro forma financial statements and the accompanying notes should be read together with:

o Resource’s consolidated financial statements and accompanying notes as of and for the year ended September 30, 2004, and Management’s Discussion and Analysis included in Resource’s Annual Report on Form 10-K for the year ended September 30, 2004.

o Resource’s consolidated financial statements and accompanying notes as of and for the six months ended March 31, 2005, and Management’s Discussion and Analysis included in Resource’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005.

(c) Exhibits.

        The following exhibits are furnished as part of this report:

99.1 Press release issued by Resource on June 30, 2005 announcing completion of the spin-off

99.2 Unaudited Pro Forma Financial Statements including:

(i) Unaudited Consolidated Pro Forma Balance Sheet as of March 31, 2005;

(ii) Unaudited Consolidated Pro Forma Statement of Operations for the Six Months Ended March 31, 2005; and

(iii) Unaudited Consolidated Pro Forma Statement of Operations for the Year Ended September 30, 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: July 7, 2005 /s/ Steven J. Kessler           
Steven J. Kessler
Executive Vice President,
Chief Financial Officer

EX-99

FOR IMMEDIATE RELEASE

Contact:	Pamela Schreiber
	Investor Relations
	Resource America, Inc.
	1845 Walnut Street, 10th Floor
	Philadelphia, PA 19103
	(215)546-5005
	(215)546-5388 (facsimile)

Resource America, Inc. Completes Spin-Off of Atlas America, Inc.

PHILADELPHIA, PA- June 30, 2005 - Resource America Inc. (Nasdaq:REXI) today announced the completion of the spin-off of Atlas America, Inc. (Nasdaq:ATLS). Resource America distributed to its stockholders 0.59367 shares of common stock of Atlas America for each outstanding share of Resource America common stock owned as of the record date of June 24, 2005.

Cash will be delivered in lieu of fractional share interests to Resource America stockholders entitled to receive less than one share of Atlas America common stock. The distribution is structured to be tax-free to Resource America stockholders (other than with respect to any cash received in lieu of fractional shares).

Resource America, Inc. 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 structured finance, equipment leasing and real estate sectors. For more information please visit our website at www.resourceamerica.com or contact Investor Relations at pschreiber@resourceamerica.com.

Certain matters discussed within this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Resource America, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectation 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 Resource America’s reports filed with the SEC, including quarterly reports on Form 10Q, reports on Form 8-K and annual reports on Form 10K.

EX-99

PRO FORMA CONSOLIDATED FINANCIAL DATA
(UNAUDITED)

        The following unaudited pro forma consolidated financial data reflects our historical results adjusted on a pro forma basis to give effect to the spin-off of Atlas America, Inc. The unaudited pro forma consolidated balance sheet is prepared as though this transaction occurred as of March 31, 2005. The unaudited pro forma consolidated statement of operations for the year ended September 30, 2004 and the six months ended March 31, 2005 are prepared as though this transaction occurred as of October 1, 2003 and 2004, respectively. The spin-off adjustments are described in the notes to the unaudited pro forma consolidated financial data. The unaudited pro forma consolidated financial data and accompanying notes should be read together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere, or incorporated by reference, in this filing.

        The unaudited pro forma consolidated financial statements presented are for informational purposes only and are based upon available information and assumptions that we believe are reasonable under the circumstances. You should not construe the unaudited pro forma consolidated financial statements as indicative of the combined financial position or results of operations that we would have achieved had the transaction been consummated on the dates assumed. Moreover, they do not purport to represent our financial position or results of operations for any future date or period.

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2005
(in thousands, except share data)
(unaudited)

	Pro Forma		Pro Forma Adjustments				Historical
ASSETS
Current assets:
Cash and cash equivalents	$	37,901	$	(17,061)		(c)	$	54,962
Investments in lease assets		38,405		--				38,405
Accounts receivable and prepaid expenses		13,062		(33,825)		(c)(d)		46,887
Assets held for sale		103,673		--				103,673
Total current assets		193,041		(50,886)				243,927
Investments in real estate loans and real estate		48,524		--				48,524
Property and equipment, net		57,497		(345,515)		(c)		403,012
Other assets, net		55,286		(8,612)		(c)		63,898
Intangible assets, net		166		(6,777)		(c)		6,943
Goodwill, net of accumulated amortization of $4,532		--		(37,470)		(c)		37,470
	$	354,514	$	(449,260)			$	803,774
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	1,088	$	(2,361)		(c)	$	3,449
Secured revolving credit facilities - equipment leasing		30,978		--		(c)		30,978
Accounts payable		8,013		(19,949)		(c)		27,962
Liabilities associated with assets held for sale		73,420		--		(c)		73,420
Accrued liabilities		22,205		(34,524)		(c)		56,729
Liabilities associated with drilling contracts		--		(23,060)		(c)		23,060
Total current liabilities		135,704		(79,894)				215,598
Long-term debt		19,415		(101,621)		(c)		121,036
Deferred revenue and other liabilities		1,646		(9,868)		(c)		11,514
Deferred income taxes		(689)		(23,409)		(c)		22,720
Minority interests		9,924		(148,675)		(c)		158,599
Commitments and contingencies		--		--				--
Stockholders' equity:
Preferred stock $1.00 par value: 1,000,000 authorized      shares; none outstanding		--		--				--
Common stock, $.01 par value: 49,000,000 authorized       shares		256		--				256
Additional paid-in capital		248,817		(2)				248,819
Less treasury stock, at cost		(77,505)		--				(77,505)
Less ESOP loan receivable		(501)		603		(d)		(1,104)
Accumulated other comprehensive loss		1,088		1,686		(c)		(598)
Retained earnings		16,359		(88,080)		(c)		104,439
Total stockholders' equity		188,514		(85,793	)			274,307
	$	354,514	$	(449,260)			$	803,774

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2005
(in thousands, except per share data)
(unaudited)

	Pro Forma			Pro Forma Adjustments				Historical
REVENUES
Energy	$	--		$	(192,748	)	(a)	$	192,748
Real estate		9,179			--				9,179
Equipment leasing		5,975			--				5,975
Structured finance		6,024			--				6,024
		21,178			(192,748	)			213,926
COSTS AND EXPENSES
Energy		--			(146,093	)	(a)		146,093
Real estate		6,937			--				6,937
Equipment leasing		4,807			--				4,807
Structured finance		2,401			--				2,401
General and administrative		3,709			--				3,709
Atlas America, Inc. planned spin-off		--			(378	)	(b)		378
Start-up costs - Resource Capital Corp.		823			--				823
Depreciation, depletion and amortization		1,313			(10,653	)	(a)		11,966
Provision for possible losses		161			--				161
		20,151			(157,124	)			177,275
OPERATING INCOME		1,027			(35,624)				36,651
OTHER INCOME (EXPENSE)
Interest expense		(1,272	)		3,314		(a)		(4,586	)
Minority interest in Atlas Pipeline Partners, L.P.		--			9,720		(a)		(9,720	)
Minority interest in structured finance entities		(743	)		--		(a)		(743	)
Other income, net		3,563			(4,232	)	(a)		7,795
		1,548			8,802				(7,254	)
Income from continuing operations before     income tax and minority interest		2,575			(26,822	)			29,397
Provision for income tax		897			(9,377	)	(a)		10,274
Income from continuing operations before    minority interest		1,678			(17,445	)			19,123
Minority interest in Atlas America, Inc., net of tax		--			3,447		(a)		(3,447	)
Income from continuing operations	$	1,678		$	(13,998	)		$	15,676
Historical earnings from continuing operations    per common share:
Net income per common share - basic								$	0.89
Net income per common share - diluted								$	0.84
Pro Forma earnings from continuing operations    per common share:
Basic	$	0.10
Diluted	$	0.09
Weighted average shares outstanding:
Basic		17,516							17,516
Diluted		18,765							18,765

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2004
(in thousands, except per share data)
(unaudited)

	Pro Forma			Pro Forma Adjustments				Historical
REVENUES
Energy	$	--		$	(180,352	)	(a)	$	180,352
Real estate		18,884			--				18,884
Equipment leasing		8,262			--				8,262
Equity in earnings of structured finance investees		7,343			--				7,343
		34,489			(180,352	)			214,841
COSTS AND EXPENSES
Energy		--			(125,716	)	(a)		125,716
Real estate		15,836			--				15,836
Equipment leasing		6,260			(2,630	)			8,890
Structured finance		2,128			--				2,128
General and administrative		7,062			--				7,062
Atlas America, Inc. planned spin-off		--			(1,723	)	(b)		1,723
Depreciation, depletion and amortization		2,225			(13,343	)	(a)		15,568
Provision for possible losses		641			(1	)	(a)		642
		34,152			(143,413	)			177,565
OPERATING INCOME		337			(36,939	)			37,276
OTHER INCOME (EXPENSE)
Interest expense		(5,007	)		1,609		(a)		(6,616	)
Minority interest in Atlas Pipeline Partners, L.P.		--			4,961		(a)		(4,961	)
Other income, net		9,165			(505	)	(a)		9,670
		4,158			6,065				(1,907	)
Income from continuing operations before income taxes,    minority interest		4,495			(30,874	)			35,369
Provision for income taxes		1,536			(10,489	)			12,025
Income from continuing operations before minority interest		2,959			(20,385	)			23,344
Minority interest in Atlas America, Inc., net of taxes		--			1,881		(a)		(1,881	)
Income from continuing operations	$	2,959		$	(18,504	)		$	21,463
Historical earnings from continuing operations    per common share:
Net income per common share - basic								$	1.23
Net income per common share - diluted								$	1.17
Pro Forma earnings from continuing operations    per common share:
Basic	$	0.17
Diluted	$	0.16
Weighted average shares outstanding:
Basic		17,417							17,417
Diluted		18,309							18,309

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

a. Represents the deletion of the financial results of Atlas America, Inc. (“Atlas”), formerly the Company’s Energy segment, which are included in the historical consolidated financial results of Resource America, Inc. (“Resource”).

b. Reflects the reclass to discontinued operations of the costs incurred by Resource in connection with the spin-off of Atlas.

c. Represents the deletion of the net assets of Atlas, which were included in the historical financial results of Resource.

d. Reflects the transfer to Atlas of its proportionate share of the Employee Stock Ownership Plan loan receivable as a result of establishing a separate plan from Resource.