11-K 1 rexi11k093006.htm REXI FORM 11K 093006 REXI Form 11K 093006
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

(MARK ONE)

T  
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended September 30, 2006

or

£
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

COMMISSION FILE NUMBER: 0-4408

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
Resource America, Inc. Investment Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
Resource America, Inc.
One Crescent Drive, Suite 203
Navy Yard Corporate Center
Philadelphia, PA 19112
 

RESOURCE AMERICA, INC.
INVESTMENT SAVINGS PLAN

I N D E X


 
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
3
   
FINANCIAL STATEMENTS
 
   
Statements of Net Assets Available for Benefits as of September 30, 2006 and 2005
4
   
Statement of Changes in Net Assets Available for Benefits for the year ended September 30, 2006
5
   
Notes to Financial Statements
    6 − 10
   
   
SUPPLEMENTAL SCHEDULES AS OF SEPTEMBER 30, 2006
 
   
Schedule H, Line 4a − Schedule of Delinquent Deposits of Participant Contributions
12
   
Schedule H, Line 4i − Schedule of Assets (Held at End of Year)
13
   
SIGNATURE 
14
 
Financial schedules not included are omitted because
of the conditions under which they are required.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator
Resource America, Inc.
  Investment Savings Plan


We have audited the accompanying statements of net assets available for benefits of the Resource America, Inc. Investment Savings Plan (the “Plan”) as of September 30, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended September 30, 2006. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2006 and 2005, and the changes in net assets available for benefits for the year ended September 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of delinquent deposits of participant contributions and assets (held at end of year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/ Grant Thornton LLP
 
Cleveland, Ohio
April 12, 2007


3


RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 

   
September 30,
 
   
2006
 
2005
 
ASSETS
         
Investments:
         
Investments, at fair value 
 
$
9,093,503
 
$
6,512,185
 
               
Receivables:
             
Participant contributions 
   
28,554
   
53,036
 
Employer contributions 
   
29,279
   
41,678
 
Receivable from affiliate 
   
16,448
   
 
     
74,281
   
94,714
 
Total assets 
   
9,167,784
   
6,606,899
 
               
LIABILITIES
             
Accrued liabilities 
   
(17,376
)
 
(997
)
               
NET ASSETS AVAILABLE FOR BENEFITS 
 
$
9,150,408
 
$
6,605,902
 

The accompanying notes to financial statements are an integral part of these statements.



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED SEPTEMBER 30, 2006

 
Additions to net assets attributed to:
     
Investment and other income:
     
Interest and dividend income 
 
$
94,092
 
Net appreciation in fair value of investments 
   
1,258,651
 
Other income
   
34,030
 
     
1,386,773
 
         
Contributions:
       
Employer 
   
352,476
 
Participants 
   
1,074,823
 
Rollovers 
   
225,098
 
     
1,652,397
 
Total additions 
   
3,039,170
 
         
Deductions from net assets attributed to:
       
Transfers to affiliate plan 
   
8,993
 
Benefits paid to participants 
   
334,785
 
Plan expenses 
   
150,886
 
Total deductions 
   
494,664
 
NET INCREASE 
   
2,544,506
 
         
Net assets available for benefits:
       
Beginning of year 
   
6,605,902
 
End of year 
 
$
9,150,408
 
 
The accompanying notes to financial statements are an integral part of this statement.



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
September 30, 2006

NOTE A - DESCRIPTION OF PLAN

 
The following brief description of the Resource America, Inc. Investment Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions.

General

 
The Plan is a defined contribution plan covering all full-time employees of Resource America, Inc. (the “Company”) and its wholly-owned subsidiaries. Employees become eligible to participate in the employee deferred portion of the Plan beginning on the first day of the month following their day of hire. Employees with one year of service (1,000 hours) are eligible to receive Company matching and discretionary contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”).

 
Plan Operations

 
On June 30, 2005, the Company completed the spin-off of its subsidiary, Atlas America, Inc. (“Atlas”). As a result of the spin-off, the employees of Atlas were no longer participants of the Plan and their accounts and investments were transferred, effective July 1, 2005, to the Atlas America, Inc. Investment Savings Plan (the “Atlas Plan”) a new plan sponsored by Atlas. In conjunction with the spin-off of Atlas, the Plan received a stock dividend of 187,952 shares of Atlas common stock of which 111,500 shares were included in the assets transferred to the Atlas Plan. As of September 30, 2005 and 2006, the Plan held 75,939 and 72,852 shares of Atlas common stock, respectively. All disclosures of Atlas shares included in these financial statements give effect to the 3:2 stock split declared by Atlas in March 2006.

Contributions

 
Participants may elect to defer up to 100% of their pretax annual compensation, as defined in the Plan Agreement and subject to annual limitations under the Internal Revenue Code (“IRC”). Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also make a rollover contribution from other qualified plans or rollover IRAs. Participants direct the investment of their contributions into various investment options offered by the Plan. At September 30, 2006, the Plan’s investment options included 16 mutual funds, Resource America, Inc. common stock and a money market account. The Plan does not permit participants to direct any portion of their contributions to Atlas common stock. Participants have the option of either holding or selling all of their Atlas shares, but participants cannot sell less than all of their Atlas shares or acquire additional Atlas shares.

 
Each participant who has completed one year of service is eligible for a matching contribution from the Company equal to 50% of the participant’s elective deferrals, up to a maximum elective deferral of 10% of compensation as determined on an annual basis. Each participant’s elective deferrals and matching contributions are invested as directed by the participant. Employer matching contributions for the year ended September 30, 2006 include approximately $101,579 of Company common stock. In addition to matching contributions, the Company may make discretionary contributions as determined by the Company’s board of directors. The Company did not make any discretionary contributions for the year ended September 30, 2006. Contributions are subject to certain IRC limitations.



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS − (Continued)
September 30, 2006

NOTE A - DESCRIPTION OF PLAN − (continued)

Participant Accounts

Each participant's account is credited with the participant’s contributions, rollover contributions, the Company’s matching contributions, an allocation of the Company’s discretionary contribution (if any), and actual investment earnings or losses. Company discretionary contributions are allocated based on a participant’s compensation as defined in the Plan Agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

 
Participants are immediately vested in their contributions, plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portions of their accounts is based on years of continuing service. A participant vests at the rate of 20% per year such that a participant is 100% vested after five years of credited service. Employer contributions are fully vested upon death of the participant.

Forfeitures

 
Forfeited amounts are available to reduce future employer contributions and commencing in fiscal 2006, to pay plan expenses pursuant to an amendment to the Plan. There were forfeitures of $30,300 during the fiscal year ended September 30, 2006. Plan expenses of $64,776 were paid from the forfeiture account in fiscal 2006. As of September 30, 2006 and 2005, there were accumulated forfeitures of $144,612 and $168,759, respectively, available to reduce future employer contributions and to pay plan expenses.

 
Payment of Benefits

 
Participants generally receive the value of the vested interest in their account as a lump sum distribution upon reaching the normal retirement age of 65. There are additional provisions for participants who work beyond normal retirement age or who terminate employment prior to reaching normal retirement age.

Participant Loans

 
The Plan allows participants to borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. Outstanding participant loans were $65,567 and $27,966 at September 30, 2006 and 2005, respectively. Participants may elect a repayment term of up to 60 months with longer terms available when the loan is used for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 1% at the time the loan is made. Interest rates on outstanding loans ranged from 5% to 9% at September 30, 2006 and from 5% to 7% at September 30, 2005. Principal and interest is paid ratably through bi-weekly payroll deductions.



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS − (Continued)
September 30, 2006

NOTE A - DESCRIPTION OF PLAN − (continued)

Plan Administration

 
Administrative expenses of $150,886 were paid by the Plan during the year ended September 30, 2006. Plan expenses were paid from the Plan’s forfeiture account and other unallocated cash balances. No Plan expenses were charged to participants in fiscal 2006. The Company has the option, but not the obligation, to pay such administrative expenses. In addition, certain administrative functions were performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan nor is the Plan charged by the Company for these services.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
The financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) as applied to defined contribution plans, and in accordance with the terms of the Plan Agreement. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the plan administrator to make estimates and assumptions that affect the reported amounts of plan assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported increases and decreases of plan assets during the reporting period. Actual results could differ from those estimates.

Basis of Accounting

 
The accompanying financial statements are prepared on the accrual basis of accounting.

Valuation of Investments

 
Investments are stated at fair value as determined by quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at their outstanding balances.

Income Recognition

 
Net appreciation in fair value of investments represents all realized and unrealized gains and losses on investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

 
Benefits are recorded when paid.




RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS − (Continued)
September 30, 2006

NOTE C - INVESTMENTS

 
The following table presents investments at September 30, 2006 and 2005. Investments that represent 5% or more of the Plan’s net assets at either September 30, 2006 or 2005 are separately identified.

   
2006
 
2005
 
Mutual Funds:
         
Fidelity Investments Dividend Growth Fund 
 
$
463,189
 
$
308,210
 
Other 
   
2,490,684
   
1,596,252
 
     
2,953,873
   
1,904,462
 
Common Stocks:
             
Resource America, Inc. - 116,468 and 92,561 shares 
   
2,422,527
   
1,639,269
 
Atlas America, Inc. - 72,852 and 50,626 shares 
   
3,109,306
   
2,473,109
 
     
5,531,833
   
4,112,378
 
               
Money Market Funds 
   
542,230
   
467,379
 
Participant Loans  
   
65,567
   
27,966
 
   
$
9,093,503
 
$
6,512,185
 

 
During the plan year ended September 30, 2006, the Plan’s investments appreciated in value as follows:

   
2006
 
Mutual Funds 
 
$
142,059
 
Common Stocks:
       
Resource America, Inc.
   
356,551
 
Atlas America, Inc.
   
760,041
 
   
$
1,258,651
 

NOTE D - PARTY IN INTEREST TRANSACTIONS

 
Certain Plan assets are invested in shares of common stock of Resource America, Inc., the Plan sponsor. The Plan held 116,468 and 92,561 shares of Resource America, Inc. common stock at September 30, 2006 and 2005, respectively. During the year ended September 30, 2006, Resource America, Inc. common stock held by the Plan appreciated in value by $356,551.

 
Certain Plan assets are invested in shares of common stock of Atlas America, Inc., which was spun-off from the Company (see Note A). The Plan held 72,852 and 75,939 shares of Atlas common stock at September 30, 2006 and 2005, respectively. During the year ended September 30, 2006, Atlas common stock held by the Plan appreciated in value by $760,041.

 
Certain administrative functions are performed by officers or employees of the Company or its subsidiaries (see Note A).

 
The Company paid lost earnings and will pay applicable excise taxes related to the delinquent participant contributions (see Note I).



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS − (Continued)
September 30, 2006

NOTE E - TAX STATUS

 
The Internal Revenue Service (“IRS”) has issued a determination letter dated November 19, 2001 stating that the prototype plan used by the Plan was designed in accordance with applicable sections of the IRS. Although the Plan has been amended since the determination letter, the Plan administrator believes that the form of the Plan is designed with the applicable provisions of the IRC. The Plan administrator is aware of certain operational errors which, if left uncorrected, could jeopardize the Plan’s qualified status; however, these issues are being addressed in accordance with published IRS guidance, and as a result, the Plan administrator believes that the Plan will remain qualified and no provision for income taxes is necessary.

NOTE F - PLAN TERMINATION

 
The Company has the right under the Plan to discontinue its contributions at any time and to terminate or amend the Plan as necessary. In the event of a Plan termination, participants would become 100% vested in Company contributions.

NOTE G - PLAN MERGER

 
The Company is in process of forming a Resource America, Inc. Employee Stock Ownership and 401(K) Plan. It is the Company’s intention to merge the Plan into the new plan and transfer the Plan’s participants and Plan assets to the new plan during fiscal 2007.

NOTE H - RISKS AND UNCERTAINTIES

 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits. As of September 30, 2006 and 2005, 26% and 25%, respectively, of the Plan’s assets were invested in the common stock of Resource America, Inc. At September 30, 2006 and 2005, 34% and 37%, respectively, of the Plan’s assets were invested in the common stock of Atlas.

NOTE I - PROHIBITED TRANSACTIONS

 
During the plan year ended September 2006, the Plan sponsor inadvertently failed to make deposits of $602,128 of participant contributions within the timeframe required by the United States Department of Labor (“DOL”). The DOL considers late deposits to be prohibited transactions. The general rule for deposits of 401(k) withholding requires that the employer remit withheld employee 401(k) deferrals to the plan as of the earliest date on which such amounts can reasonably be segregated from the employer’s general assets, but in no event later than fifteen business days after the end of the month in which the employee funds were withheld. Management believes that assets can reasonably be segregated within 20 calendar days; therefore, any amount remitted after such number of days is considered late. The Plan sponsor made deposits ranging from 21 to 88 business days after the date in which the contributions were withheld and intends to file a Form 5330 and pay any applicable excise tax. The excise tax payments will be made from the Plan sponsor’s assets and not from the assets of the Plan. In addition, participant accounts will be credited with the amount of investment income which would have been earned had the participant funds been remitted within the DOL required timeframe.


 


SUPPLEMENTAL SCHEDULES




RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN

SCHEDULE H, LINE 4a −
DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS

September 30, 2006

Employer Identification Number: 72-0654146
Plan Number: 001

 
Participant contributions including loan repayments of the current Plan year not deposited into the Plan within the
    time period described in 29CFR 2510.3-102 
 
$
602,128
 
Amount fully corrected under Department of Labor’s voluntary fiduciary Correction Program (“VFC Program”) and PTE 2002-51 
   
 
Delinquent deposits of current Plan year Participant contributions and loan payments constituting prohibited transactions 
   
602,128
 
Delinquent deposits of prior year participant contributions not fully corrected until the current plan year 
   
614,883
 
Total delinquent deposits of participant contributions and loan repayments constituting prohibited transactions 
 
$
1,217,011
 



RESOURCE AMERICA, INC. INVESTMENT SAVINGS PLAN

SCHEDULE H, LINE 4i −
SCHEDULE OF ASSETS (HELD AT END OF YEAR)

September 30, 2006

Employer Identification Number: 72-0654146
Plan Number: 001

(a)
(b)
 
(c)
 
(e)
 
 
 
Identity of Issue, Borrower,
Lessor or Similar Party
 
Description of Investment, including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value
 
 
 
Current Value
 
*
 
    Resource America, Inc. (Nasdaq: REXI)
 
 
Common Stock, 116,468 Shares
 
$
2,422,527
 
*
 
    Atlas America, Inc. (Nasdaq: ATLS)
 
 
Common Stock, 72,852 Shares
   
3,109,306
 
 
Charles A. Schwab 
   
Money Market
   
92,795
 
 
 
Fidelity Investments Dividend Growth Fund 
   
Mutual Fund
   
463,189
 
 
 
Fidelity Investments Equity Income II Fund 
   
Mutual Fund
   
285,125
 
 
Fidelity Investments Fund 
   
Mutual Fund
   
103,465
 
 
Fidelity Investments OTC Portfolio 
   
Mutual Fund
   
65,897
 
 
 
Janus Fund 
   
Mutual Fund
   
170,191
 
 
Janus Worldwide Fund 
   
Mutual Fund
   
92,267
 
 
Manager’s Special Equity Fund 
   
Mutual Fund
   
89,549
 
 
 
Old Mutual Large Cap Z 
   
Mutual Fund
   
53,723
 
 
 
PIMCO Low Duration A Fund 
   
Mutual Fund
   
43,628
 
 
PIMCO Total Return A Fund 
   
Mutual Fund
   
111,971
 
 
Royce Total Return Fund 
   
Mutual Fund
   
241,716
 
 
 
The Vanguard GNMA Fund 
   
Mutual Fund
   
108,058
 
 
The Vanguard Group Growth Index Fund 
   
Mutual Fund
   
323,530
 
 
The Vanguard Index Trust S&P 500 Fund 
   
Mutual Fund
   
443,184
 
 
 
Turner MidCap Growth Fund 
   
Mutual Fund
   
148,535
 
 
 
Vanguard Prime Money Market Fund 
   
Money Market
   
449,435
 
 
 
Weitz Partners Value Fund 
   
Mutual Fund
   
209,846
 
*
 
    Participant loans
   
5% - 9%
 
 
65,567
 
             
$
9,093,503
 
    

    * Represents a party-in-interest



SIGNATURES


The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
     
 
RESOURCE AMERICA, INC.
  INVESTMENT SAVINGS PLAN
 
 
 
 
 
 
Date: April 13, 2007  By:   /s/ Dean R. McQuirns
 
Dean R. McQuirns
  Plan Administrator