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: November 18, 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) |
September 30, | |||||||
2013 | 2012 | ||||||
Financial fund management | $ | 13.8 | $ | 12.7 | |||
Real estate | 2.1 | 1.7 | |||||
Commercial finance | 0.6 | 0.6 | |||||
$ | 16.5 | $ | 15.0 |
• | Raised a record $101.5 million during the three months ended September 30, 2013 and a record $58.3 million for the month ended October 31, 2013. |
• | Increased total assets to $382.6 million at September 30, 2013, an increase of $234.0 million, or 157%, from September 30, 2012, reflecting the acquisition during the three months ended September 30, 2013 of four multifamily rental apartment properties totaling $105.3 million located in Plano, TX, Newport News, VA and Denver, CO. |
• | In July 2013, entered into an agreement to acquire 11 multifamily assets totaling 2,513 units and two office properties that contain 75,518 rentable square feet for $52.7 million. |
• | In October 2013, acquired a 437-unit multifamily rental apartment in Alpharetta, GA for $26.3 million. |
• | Originated $94.2 million of commercial real estate whole loans during the quarter. |
• | In July 2013, closed a $200.0 million commercial real estate credit facility with Deutsche Bank AG. |
• | In October 2013, closed a $115.0 million public offering of 6.00% convertible senior notes due 2018. |
• | Resource Real Estate Management, Inc., the Company's property management subsidiary, increased the apartment units it manages to 18,737 units (at 65 properties) as of September 30, 2013 from 17,979 units (at 61 properties) as of September 30, 2012. |
• | The Company's real estate operating segment increased its assets under management at September 30, 2013 to $2.1 billion, an increase of $406.0 million, or 24%, from September 30, 2012. |
• | Real estate revenues increased 42% and 24%, to $16.0 million and $39.4 million, for the three and nine months ended September 30, 2013, respectively, as compared to $11.3 million and $31.9 million for the three and nine months ended September 30, 2012, respectively. |
• | In August 2013, the Company repurchased 205,627 shares at $7.53 per share. Since August 2012, the Company has repurchased over 588,000 shares at an average price of $6.88 under its share repurchase plan. |
• | The Company's Board of Directors authorized an increase in the Company’s cash dividend from $0.03 to $0.04 per share on the Company’s common stock and payment on October 31, 2013 to holders of record as of the close of business on October 18, 2013. |
• | RSO's Board of Directors declared a cash dividend of $0.20 per common share for its three months ended September 30, 2013. |
September 30, 2013 | December 31, 2012 | ||||||
(unaudited) | (unaudited) | ||||||
ASSETS | (restated) | ||||||
Cash | $ | 19,439 | $ | 11,899 | |||
Restricted cash | 558 | 638 | |||||
Receivables | 3,348 | 468 | |||||
Receivables from managed entities and related parties, net | 30,288 | 30,618 | |||||
Investments in real estate, net | 17,128 | 18,041 | |||||
Investment securities, at fair value | 9,758 | 10,576 | |||||
Investments in unconsolidated loan manager | 37,345 | 37,221 | |||||
Investments in unconsolidated entities | 13,899 | 13,156 | |||||
Assets of consolidated variable interest entity ("VIE") - RSO: | |||||||
Cash and cash equivalents (including restricted cash) | 203,658 | 179,390 | |||||
Investments, at fair value | 232,783 | 256,433 | |||||
Loans | 1,644,587 | 1,849,428 | |||||
Investment in real estate and unconsolidated entities | 128,099 | 120,706 | |||||
Other assets | 62,341 | 70,600 | |||||
Total assets of consolidated VIE - RSO | 2,271,468 | 2,476,557 | |||||
Property and equipment, net | 4,955 | 2,590 | |||||
Deferred tax assets, net | 29,751 | 28,274 | |||||
Other assets | 5,574 | 6,726 | |||||
Total assets | $ | 2,443,511 | $ | 2,636,764 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities: | |||||||
Accrued expenses and other liabilities | $ | 27,613 | $ | 21,559 | |||
Payables to managed entities and related parties | 3,037 | 3,536 | |||||
Borrowings | 20,380 | 21,040 | |||||
Liabilities of consolidated VIE - RSO: | |||||||
Borrowings | 1,422,430 | 1,785,600 | |||||
Other liabilities | 62,955 | 71,239 | |||||
Total liabilities of consolidated VIE - RSO | 1,485,385 | 1,856,839 | |||||
Total liabilities | 1,536,415 | 1,902,974 | |||||
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; 30,341,710 and 30,069,822 shares issued (including nonvested restricted stock of 419,606 and 604,353), respectively | 299 | 295 | |||||
Additional paid-in capital | 288,238 | 286,048 | |||||
Accumulated deficit | (26,420 | ) | (29,486 | ) | |||
Treasury stock, at cost; 10,109,435 and 9,914,090 shares, respectively | (104,869 | ) | (103,472 | ) | |||
Accumulated other comprehensive loss | (2,310 | ) | (2,197 | ) | |||
Total stockholders’ equity | 154,938 | 151,188 | |||||
Noncontrolling interests | 218 | 279 | |||||
Noncontrolling interests attributable to RSO | 751,940 | 582,323 | |||||
Total equity | 907,096 | 733,790 | |||||
$ | 2,443,511 | $ | 2,636,764 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
REVENUES: | (Restated) | (Restated) | |||||||||||||
Real estate (includes revenues of $4,701, $2,446, $9,794 and $9,169 related to RSO) | $ | 15,950 | $ | 11,292 | $ | 39,443 | $ | 31,929 | |||||||
Financial fund management (includes revenues of $450, $2,508, $720 and $4,902 related to RSO) | 8,502 | 6,083 | 15,234 | 15,378 | |||||||||||
Commercial finance | (30 | ) | (167 | ) | (243 | ) | (1,535 | ) | |||||||
24,422 | 17,208 | 54,434 | 45,772 | ||||||||||||
Revenues from consolidated VIE - RSO | 23,786 | 35,669 | 76,011 | 90,657 | |||||||||||
Elimination of consolidated revenues attributed to operating segments | (5,183 | ) | (4,988 | ) | (10,608 | ) | (12,733 | ) | |||||||
Total revenues | 43,025 | 47,889 | 119,837 | 123,696 | |||||||||||
COSTS AND EXPENSES: | |||||||||||||||
Real estate | 11,178 | 7,684 | 29,514 | 22,477 | |||||||||||
Financial fund management | 3,547 | 3,909 | 7,769 | 11,282 | |||||||||||
Commercial finance | 75 | 103 | (99 | ) | 451 | ||||||||||
Restructuring expenses | — | — | — | 365 | |||||||||||
General and administrative | 2,505 | 2,530 | 6,807 | 7,564 | |||||||||||
Impairment charges | — | 2,280 | — | 2,280 | |||||||||||
Provision for credit losses | 1,808 | 6,336 | 3,793 | 14,996 | |||||||||||
Depreciation and amortization | 413 | 529 | 1,318 | 1,592 | |||||||||||
19,526 | 23,371 | 49,102 | 61,007 | ||||||||||||
Expenses from consolidated VIE - RSO | 15,554 | 13,230 | 43,110 | 39,752 | |||||||||||
Elimination of consolidated expenses attributed to operating segments | (4,861 | ) | (4,950 | ) | (10,178 | ) | (12,589 | ) | |||||||
Total expenses | 30,219 | 31,651 | 82,034 | 88,170 | |||||||||||
OPERATING INCOME | 12,806 | 16,238 | 37,803 | 35,526 | |||||||||||
OTHER INCOME (EXPENSE): | |||||||||||||||
(Loss) gain on deconsolidation and sale of subsidiary | — | (140 | ) | — | 54,542 | ||||||||||
Other-than-temporary impairment on investments | — | — | (214 | ) | (74 | ) | |||||||||
Interest expense | (530 | ) | (544 | ) | (1,525 | ) | (1,767 | ) | |||||||
Other income, net | 128 | 29 | 400 | 6 | |||||||||||
(402 | ) | (655 | ) | (1,339 | ) | 52,707 | |||||||||
Other income of consolidated VIE - RSO | 16,607 | — | 16,607 | 5,464 | |||||||||||
Elimination of consolidated VIE - RSO other income attributable to operating segments | 162 | 34 | 224 | 101 | |||||||||||
16,367 | (621 | ) | 15,492 | 58,272 | |||||||||||
Income from continuing operations before taxes | 29,173 | 15,617 | 53,295 | 93,798 | |||||||||||
Income tax provision of consolidated VIE - RSO | 722 | 3,979 | 4,221 | 6,978 | |||||||||||
Income tax provision (benefit) | 1,261 | (3,984 | ) | (396 | ) | 13,358 | |||||||||
Income from continuing operations | 27,190 | 15,622 | 49,470 | 73,462 | |||||||||||
Loss from discontinued operations, net of tax | — | (8 | ) | (2 | ) | (38 | ) | ||||||||
Net income | 27,190 | 15,614 | 49,468 | 73,424 | |||||||||||
Net (income) loss attributable to noncontrolling interests - RAI | (40 | ) | 36 | (23 | ) | 30 | |||||||||
Net income attributable to noncontrolling interests of consolidated VIE - RSO | (23,708 | ) | (17,917 | ) | (44,394 | ) | (47,892 | ) | |||||||
Net income (loss) attributable to common shareholders | $ | 3,442 | $ | (2,267 | ) | $ | 5,051 | $ | 25,562 | ||||||
RESOURCE AMERICA, INC. | |||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS - (Continued) | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
(unaudited) | |||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(Restated) | (Restated) | ||||||||||||||
Amounts attributable to common shareholders: | |||||||||||||||
Income (loss) from continuing operations | $ | 3,442 | $ | (2,259 | ) | $ | 5,053 | $ | 25,600 | ||||||
Discontinued operations | — | (8 | ) | (2 | ) | (38 | ) | ||||||||
Net income (loss) | $ | 3,442 | $ | (2,267 | ) | $ | 5,051 | $ | 25,562 | ||||||
Basic earnings (loss) per share: | |||||||||||||||
Continuing operations | $ | 0.17 | $ | (0.11 | ) | $ | 0.25 | $ | 1.29 | ||||||
Discontinued operations | — | — | — | — | |||||||||||
Net income (loss) | $ | 0.17 | $ | (0.11 | ) | $ | 0.25 | $ | 1.29 | ||||||
Weighted average shares outstanding | 20,342 | 20,102 | 20,255 | 19,786 | |||||||||||
Diluted earnings (loss) per share: | |||||||||||||||
Continuing operations | $ | 0.16 | $ | (0.11 | ) | $ | 0.23 | $ | 1.23 | ||||||
Discontinued operations | — | — | — | — | |||||||||||
Net income (loss) | $ | 0.16 | $ | (0.11 | ) | $ | 0.23 | $ | 1.23 | ||||||
Weighted average shares outstanding | 21,872 | 20,102 | 21,931 | 20,845 |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(Restated) | (Restated) | |||||||||||||||
Net income (loss) attributable to common shareholders - GAAP | $ | 3,442 | $ | (2,267 | ) | $ | 5,051 | $ | 25,562 | |||||||
Adjustment, net of tax: | ||||||||||||||||
Net loss attributable to common shareholders - commercial finance | 1,660 | 5,359 | 5,384 | 7,266 | ||||||||||||
Gain on sale of subsidiary | — | — | — | (32,725 | ) | |||||||||||
Adjusted net income attributable to common shareholders | $ | 5,102 | $ | 3,092 | $ | 10,435 | $ | 103 | ||||||||
Adjusted weighted average diluted shares outstanding (2) | 21,872 | 21,141 | 21,931 | 20,845 | ||||||||||||
Adjusted net income attributable to common shareholders per common per share-diluted | $ | 0.23 | $ | 0.15 | $ | 0.48 | $ | — |
1. | Adjusted net income attributable to common shareholders presents the Company's operations without the effect of its commercial finance operations and gain on the sale of subsidiary. 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 September 30, 2013 and 2012 separately from its commercial finance operations and gain realized on the sale of a subsidiary. Adjusted net income attributable to common shareholders should not be considered as an alternative to net income (loss) attributable to common shareholders (computed in accordance with GAAP). Instead, adjusted net income attributable to common shareholders should be reviewed in connection with net income (loss) attributable to common shareholders in the Company's consolidated financial statements, to help analyze how the Company's business is performing. |
2. | Dilutive shares used in the calculation of adjusted net income attributable to common shareholders per common share-diluted included an additional 1.0 million shares for the three months ended September 30, 2012, which were anti-dilutive for the period and, as such, were not used in the calculation of GAAP loss attributable to common shareholders per common share-diluted. |