Delaware | 0-4408 | 72-0654145 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) | ||
One Crescent Drive, Suite 203, Navy Yard Corporate Center Philadelphia, PA | 19112 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(d) | The exhibit furnished as part of this report is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference. |
Resource America, Inc. | |||
Date: August 7, 2013 | By: | /s/ Thomas C. Elliott | |
Thomas C. Elliott | |||
Senior Vice President and Chief Financial Officer |
Exhibit No. | Description | ||
Ex 99.1 | Press Release |
CONTACT: | THOMAS C. ELLIOTT | |
CHIEF FINANCIAL OFFICER | ||
RESOURCE AMERICA, INC. | ||
ONE CRESCENT DRIVE, SUITE 203 | ||
PHILADELPHIA, PA 19112 | ||
(215) 546-5005; (215) 640-6357 (fax) |
June 30, | June 30, | ||||||||||
2013 | 2012 | ||||||||||
Financial fund management | $ | 13.6 | billion | $ | 12.7 | billion | |||||
Real estate | 1.9 | billion | 1.7 | billion | |||||||
Commercial finance | 0.6 | billion | 0.6 | billion | |||||||
$ | 16.1 | billion | $ | 15.0 | billion |
• | Raised a record $74.2 million during the third fiscal quarter ended June 30, 2013. Subsequent to quarter end, raised a record $33.0 million in total equity capital for the month ended July 31, 2013. |
• | Increased total assets to $288.8 million at June 30, 2013, an increase of $155.4 million, or 116%, from June 30, 2012. Highlights for the third fiscal quarter ended June 30, 2013: |
• | Acquired three multifamily rental apartment properties totaling $45.8 million located in Hoover, AL, Spring, TX and Winter Park, FL. |
• | Sold one multifamily rental apartment property in Birmingham, AL for $10.3 million. |
• | In July 2013, entered into an agreement to acquire 10 multifamily assets totaling 2,513 units and two office properties that contain 75,518 rentable square feet for $52.7 million. |
• | Raised $134.6 million in equity capital, including $114.6 million, net of underwriting discounts and expenses, in connection with the April 2013 public offering of 18.7 million shares of its common stock at a price of $6.33 per share. |
• | Increased total equity capital managed, including preferred equity, at June 30, 2013 to $821.9 million, an increase of $293.8 million, or 56%, from June 30, 2012. |
• | Closed $91.3 million of new whole loans during the three months ended June 30, 2013. |
• | Resource Real Estate Management, Inc., the Company's property management subsidiary, increased the apartment units it manages to 19,010 units (at 65 properties) as of June 30, 2013 from 17,897 units (at 61 properties) as of June 30, 2012. |
• | The Company's real estate operating segment increased its assets under management at June 30, 2013 to $1.9 billion, an increase of $193.0 million, or 11%, from June 30, 2012. |
• | Real estate revenues increased 11% and 25% to $12.2 million and $36.6 million for the third fiscal quarter and nine months ended June 30, 2013, respectively, as compared to $10.9 million and $29.3 million for the third fiscal quarter and nine months ended June 30, 2012, respectively. |
• | Closed Apidos CLO XII (par value $523.0 million) and Apidos CLO XIV (par value $617.0 million) in April and July 2013, respectively. In connection with these Collateralized Loan Obligations, CCP expects to receive approximately $5.2 million annually in asset management fees in the future. |
• | In June 2013, completed a public offering of CVC Credit Partners European Opportunities Limited, an investment vehicle providing investors access to the sub-investment grade European debt markets. The offering raised Euro 174.7 million and Sterling 150.8 million before transaction fees and expenses. Euro denominated shares will trade under the symbol "CCPE" and Sterling denominated shares will trade under the symbol "CCPG", both on the London Stock Exchange. |
• | The Company's financial fund management operating segment increased its assets under management at June 30, 2013 to $13.6 billion, an increase of $0.9 billion, or 7%, from June 30, 2012. |
• | The Company's Board of Directors authorized the payment on July 31, 2013 of a $0.03 cash dividend per share on the Company's common stock to holders of record as of the close of business on July 19, 2013. |
• | RSO's Board of Directors declared a cash dividend of $0.20 per common share for its second fiscal quarter ended June 30, 2013. |
June 30, 2013 | September 30, 2012 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Cash | $ | 12,173 | $ | 19,393 | |||
Restricted cash | 561 | 642 | |||||
Receivables | 1,069 | 3,554 | |||||
Receivables from managed entities and related parties, net | 32,433 | 41,051 | |||||
Investments in real estate, net | 17,016 | 19,149 | |||||
Investment securities, at fair value | 31,151 | 22,532 | |||||
Investments in unconsolidated loan manager | 37,326 | 36,356 | |||||
Investments in unconsolidated entities | 13,518 | 12,993 | |||||
Property and equipment, net | 2,496 | 2,732 | |||||
Deferred tax assets, net | 37,292 | 34,565 | |||||
Other assets | 6,257 | 3,776 | |||||
Total assets | $ | 191,292 | $ | 196,743 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities: | |||||||
Accrued expenses and other liabilities | $ | 18,827 | $ | 23,042 | |||
Payables to managed entities and related parties | 3,251 | 4,380 | |||||
Borrowings | 22,062 | 23,020 | |||||
Total liabilities | 44,140 | 50,442 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Preferred stock, $1.00 par value, 1,000,000 shares authorized; none outstanding | — | — | |||||
Common stock, $.01 par value, 49,000,000 shares authorized; 30,330,554 and 29,866,664 shares issued (including nonvested restricted stock of 422,013 and 403,195), respectively | 299 | 294 | |||||
Additional paid-in capital | 287,907 | 285,844 | |||||
Accumulated deficit | (26,076 | ) | (24,508 | ) | |||
Treasury stock, at cost; 9,910,144 and 9,756,955 shares, respectively | (103,392 | ) | (102,457 | ) | |||
Accumulated other comprehensive loss | (11,764 | ) | (13,080 | ) | |||
Total stockholders’ equity | 146,974 | 146,093 | |||||
Noncontrolling interests | 178 | 208 | |||||
Total equity | 147,152 | 146,301 | |||||
$ | 191,292 | $ | 196,743 |
Three Months Ended | Nine Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
REVENUES: | |||||||||||||||
Real estate | $ | 12,153 | $ | 10,921 | $ | 36,647 | $ | 29,303 | |||||||
Financial fund management | 2,445 | 2,991 | 9,407 | 15,874 | |||||||||||
Commercial finance | (35 | ) | (128 | ) | (337 | ) | 2,051 | ||||||||
14,563 | 13,784 | 45,717 | 47,228 | ||||||||||||
COSTS AND EXPENSES: | |||||||||||||||
Real estate | 8,896 | 7,386 | 26,334 | 21,985 | |||||||||||
Financial fund management | 1,694 | 2,994 | 5,239 | 13,177 | |||||||||||
Commercial finance | (219 | ) | 118 | (223 | ) | 2,311 | |||||||||
Restructuring expenses | — | — | — | 365 | |||||||||||
General and administrative | 2,153 | 2,567 | 6,566 | 7,930 | |||||||||||
Gain on sale of leases and loans | — | — | — | (37 | ) | ||||||||||
Provision for credit losses | 1,647 | 5,698 | 7,137 | 10,910 | |||||||||||
Depreciation and amortization | 489 | 528 | 1,397 | 3,124 | |||||||||||
14,660 | 19,291 | 46,450 | 59,765 | ||||||||||||
OPERATING LOSS | (97 | ) | (5,507 | ) | (733 | ) | (12,537 | ) | |||||||
OTHER INCOME (EXPENSE): | |||||||||||||||
Gain on deconsolidation and sale of subsidiaries | — | 54,682 | — | 63,431 | |||||||||||
Loss on extinguishment of debt | — | — | — | (2,190 | ) | ||||||||||
Gain on sale of investment securities, net | — | — | — | 63 | |||||||||||
Other-than-temporary impairment on investments | — | (214 | ) | (74 | ) | ||||||||||
Interest expense | (501 | ) | (578 | ) | (1,517 | ) | (4,197 | ) | |||||||
Other income, net | 635 | 362 | 1,963 | 1,546 | |||||||||||
134 | 54,466 | 232 | 58,579 | ||||||||||||
Income (loss) from continuing operations before taxes | 37 | 48,959 | (501 | ) | 46,042 | ||||||||||
Income tax (benefit) provision | (1,511 | ) | 18,665 | (1,898 | ) | 17,496 | |||||||||
Income from continuing operations | 1,548 | 30,294 | 1,397 | 28,546 | |||||||||||
Loss from discontinued operations, net of tax | — | (14 | ) | (8 | ) | (50 | ) | ||||||||
Net income | 1,548 | 30,280 | 1,389 | 28,496 | |||||||||||
Net income attributable to noncontrolling interests | (26 | ) | (45 | ) | (570 | ) | (384 | ) | |||||||
Net income attributable to common shareholders | $ | 1,522 | $ | 30,235 | $ | 819 | $ | 28,112 | |||||||
Amounts attributable to common shareholders: | |||||||||||||||
Income from continuing operations | $ | 1,522 | $ | 30,249 | $ | 827 | $ | 28,162 | |||||||
Discontinued operations | — | (14 | ) | (8 | ) | (50 | ) | ||||||||
Net income | $ | 1,522 | $ | 30,235 | $ | 819 | $ | 28,112 | |||||||
Basic earnings per share: | |||||||||||||||
Continuing operations | $ | 0.07 | $ | 1.53 | $ | 0.04 | $ | 1.43 | |||||||
Discontinued operations | — | — | — | — | |||||||||||
Net income | $ | 0.07 | $ | 1.53 | $ | 0.04 | $ | 1.43 | |||||||
Weighted average shares outstanding | 20,297 | 19,815 | 20,165 | 19,618 | |||||||||||
Diluted earnings per share: | |||||||||||||||
Continuing operations | $ | 0.07 | $ | 1.44 | $ | 0.04 | $ | 1.37 | |||||||
Discontinued operations | — | — | — | — | |||||||||||
Net income | $ | 0.07 | $ | 1.44 | $ | 0.04 | $ | 1.37 | |||||||
Weighted average shares outstanding | 22,106 | 21,036 | 21,706 | 20,464 |
Nine Months Ended | |||||||
June 30, | |||||||
2013 | 2012 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 1,389 | $ | 28,496 | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Depreciation and amortization | 1,546 | 4,280 | |||||
Provision for credit losses | 7,137 | 10,910 | |||||
Other-than-temporary impairment on investments | 214 | 74 | |||||
Unrealized gain on trading securities | (666 | ) | (175 | ) | |||
Equity in earnings of unconsolidated entities | (2,345 | ) | (501 | ) | |||
Distributions from unconsolidated entities | 2,577 | 2,741 | |||||
Gain on sale of leases and loans | — | (37 | ) | ||||
Gain on sale of investment securities, net | (2,023 | ) | (79 | ) | |||
Gain on sale of assets | (2,454 | ) | — | ||||
Gain on sale and deconsolidation of subsidiaries | — | (63,431 | ) | ||||
Loss on extinguishment of debt | — | 2,190 | |||||
Deferred income tax (benefit) provision | (1,898 | ) | 17,323 | ||||
Equity-based compensation issued | 815 | 1,059 | |||||
Equity-based compensation received | (860 | ) | (153 | ) | |||
Trading securities purchases and sales, net | (2,446 | ) | (3,470 | ) | |||
Loss from discontinued operations | 8 | 50 | |||||
Changes in operating assets and liabilities | (2,659 | ) | (4,047 | ) | |||
Net cash used in operating activities | (1,665 | ) | (4,770 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Capital expenditures | (554 | ) | (147 | ) | |||
Payments received on real estate loans and real estate | 2,761 | 1,580 | |||||
Investments in real estate and unconsolidated real estate entities | (2,009 | ) | (1,108 | ) | |||
Purchase of commercial finance assets | — | (18,483 | ) | ||||
Principal payments received on leases and loans | — | 9,041 | |||||
Cash divested on deconsolidation of LEAF | — | (2,284 | ) | ||||
Proceeds from sale of Apidos, net of transaction costs and cash divested on deconsolidation | — | 17,864 | |||||
Purchase of investments | (2,845 | ) | (600 | ) | |||
Proceeds from sale of loans and investments | — | 262 | |||||
Net cash (used in) provided by investing activities | (2,647 | ) | 6,125 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Increase in borrowings | 2,000 | 128,845 | |||||
Principal payments on borrowings | (2,472 | ) | (129,333 | ) | |||
Dividends paid | (1,776 | ) | (1,720 | ) | |||
Proceeds from issuance of common stock | 1,253 | 1,056 | |||||
Repurchase of common stock | (1,132 | ) | (955 | ) | |||
Preferred stock dividends paid by LEAF to RSO | — | (188 | ) | ||||
Decrease (increase) in restricted cash | 81 | (647 | ) | ||||
Other | — | (2,275 | ) | ||||
Net cash used in financing activities | (2,046 | ) | (5,217 | ) | |||
CASH FLOWS FROM DISCONTINUED OPERATIONS: | |||||||
Operating activities | (862 | ) | (924 | ) | |||
Net cash used in discontinued operations | (862 | ) | (924 | ) | |||
Decrease in cash | (7,220 | ) | (4,786 | ) | |||
Cash, beginning of year | 19,393 | 24,455 | |||||
Cash, end of period | $ | 12,173 | $ | 19,669 |
Three Months Ended | Nine Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Income (loss) from continuing operations before taxes - GAAP | $ | 37 | $ | 48,959 | $ | (501 | ) | $ | 46,042 | |||||||
Income attributable to noncontrolling interests - pre-tax | (54 | ) | (45 | ) | (876 | ) | (255 | ) | ||||||||
(Loss) income from continuing operations attributable to common shareholders - pre-tax | (17 | ) | 48,914 | (1,377 | ) | 45,787 | ||||||||||
Commercial finance adjustments, pre-tax: | ||||||||||||||||
Loss from operations | 1,611 | 5,899 | 9,269 | 5,415 | ||||||||||||
Noncontrolling interests | — | — | — | 223 | ||||||||||||
Commercial finance operations | 1,611 | 5,899 | 9,269 | 5,638 | ||||||||||||
Gain on sale of subsidiaries, pre-tax: | — | (54,682 | ) | — | (63,431 | ) | ||||||||||
Adjusted income (loss) from continuing operations attributable to common shareholders - pre-tax | 1,594 | 131 | 7,892 | (12,006 | ) | |||||||||||
Income tax (benefit) provision (2) | (1,622 | ) | 627 | (574 | ) | (3,982 | ) | |||||||||
Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax | $ | 3,216 | $ | (496 | ) | $ | 8,466 | $ | (8,024 | ) | ||||||
Adjusted weighted average diluted shares outstanding | 22,106 | 19,815 | 21,706 | 19,618 | ||||||||||||
Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, per common per share-diluted | $ | 0.15 | $ | (0.03 | ) | $ | 0.39 | $ | (0.41 | ) |
1. | Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, presents the Company's operations without the effect of its commercial finance operations and gain on the sale of subsidiaries. The Company believes that this provides useful information to investors since it allows investors to evaluate the Company's progress in both its real estate and financial fund management segments for the three and nine months ended June 30, 2013 and 2012 separately from its commercial finance operations and gains realized on the sale of subsidiaries. Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, should not be considered as an alternative to income (loss) from continuing operations before taxes (computed in accordance with GAAP). Instead, adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, should be reviewed in connection with income (loss) from continuing operations before taxes in the Company's consolidated financial statements, to help analyze how the Company's business is performing. |
2. | Income tax (benefit) provision is calculated using the Company's tax rate for the period, excluding one-time tax adjustments. |