þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 72-0654145 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112 | ||
(Address of principal executive offices) (Zip code) | ||
(215) 546-5005 | ||
(Registrant's telephone number, including area code) | ||
Securities registered pursuant to Section 12(g) of the Act: | ||
Common stock, par value $.01 per share | NASDAQ Global Select Market | |
Title of class | Name of exchange on which registered |
Large accelerated filer | o | Accelerated filer | þ | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
(a) | The following documents are filed as part of this Annual Report: |
1. | Financial Statements - See Item 8 of Resource America, Inc.'s Annual Report on Form 10-K filed on March 17, 2014. |
2. | Financial Statements Schedules - See "Schedule II - Valuation and Qualifying Accounts" and "Schedule III Investments in Real Estate" of Resource America, Inc.'s Annual Report on Form 10-K filed on March 17, 2014. |
3. | Exhibits |
Exhibit No. | Description | |
3.1 | Restated Certificate of Incorporation of Resource America. (1) | |
3.2 | Amended and Restated Bylaws of Resource America. (1) | |
4.1 | Note Purchase Agreement (including the form of Senior Note and form of Warrant). (2) | |
10.1(a) | Amended and Restated Loan and Security Agreement, dated March 10, 2011, between Resource America, Inc. and TD Bank, N.A. (5) | |
10.1(b) | First Amendment to the Amended and Restated Loan and Security Agreement, dated as of November 29, 2011, between Resource America, Inc. and TD Bank, N.A. (7) | |
10.1(c) | Second Amendment to the Amended and Restated Loan and Security Agreement and Joinder to Loan Documents, dated as of February 15, 2012, between Resource America, Inc. and TD Bank, N.A and the Joining Guarantors set forth therein. (11) | |
10.1(d) | Third Amendment to the Amended and Restated Loan and Security Agreement and Joinder to Loan Documents, dated as of November 16, 2012, between Resource America, Inc. and TD Bank, N.A and the Joining Guarantors set forth therein. (13) | |
10.2 | Amended and Restated Employment Agreement between Michael S. Yecies and Resource America, Inc., dated December 29, 2008. (3) | |
10.3 | Amended and Restated Employment Agreement between Thomas C. Elliott and Resource America, Inc., dated February 10, 2014. (15) | |
10.4 | Amended and Restated Employment Agreement between Jeffrey F. Brotman and Resource America, Inc., dated December 29, 2008. (3) | |
10.5 | Amended and Restated Employment Agreement between Jonathan Z. Cohen and Resource America, Inc., dated December 29, 2008. (3) | |
10.6 | Amended and Restated Employment Agreement between Steven J. Kessler and Resource America, Inc., dated December 29, 2008. (3) | |
10.7 | Employment Agreement between Alan Feldman and Resource America, Inc., dated January 29, 2009. (15) | |
10.8(a) | Loan Agreement between and among Republic First Bank (d/b/a Republic Bank) and Resource Capital Investor, Inc. and Resource Properties XXX, Inc. (4) | |
10.8(b) | Loan Modification Agreement between and among Republic First Bank (d/b/a Republic Bank) and Resource Capital Investor, Inc. and Resource Properties XXX, Inc. (6) | |
10.8(c) | Second Loan Modification Agreement between and among Republic First Bank (d/b/a Republic Bank) and Resource Capital Investor, Inc. and Resource Properties XXX, Inc. (9) | |
10.8(d) | Third Loan Modification Agreement between and among Republic First Bank (d/b/a Republic Bank) and Resource Capital Investor, Inc. and Resource Properties XXX, Inc. (12) | |
10.8(e) | Fourth Loan Modification Agreement between and among Republic First Bank (d/b/a Republic Bank) and Resource Capital Investor, Inc. and Resource Properties XXX, Inc. (13) | |
10.9 | Settlement Agreement, dated January 9, 2012, by and among Raging Capital Group and Resource America, Inc. (8) |
10.10 | Sale and Purchase Agreement between Resource America, Inc. and CVC Capital Partners SICAV-FIS, S.A. dated December 29, 2011. (10) | |
12.1 | Ratio of Earnings to Fixed Charges. | |
21.1 | Subsidiaries of Resource America, Inc. (15) | |
23.1 | Consent of Grant Thornton LLP. (15) | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
99.1 | Risk factors of Resource Capital Corp. (15) | |
101 | Interactive Data Files (15) |
(1) | Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 and by this reference incorporated herein. |
(2) | Filed previously as an exhibit to our Current Report on Form 8-K filed on October 1, 2009 and by this reference incorporated herein. |
(3) | Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and by this reference incorporated herein. |
(4) | Filed previously as an exhibit to our Current Report on Form 8-K filed on March 3, 2011 and by this reference incorporated herein. |
(5) | Filed previously as an exhibit to our Current Report on Form 8-K filed on March 15, 2011 and by this reference incorporated herein. |
(6) | Filed previously as an exhibit to our Current Report on Form 8-K filed on September 28, 2011 and by this reference incorporated herein. |
(7) | Filed previously as an exhibit to our Current Report on Form 8-K filed on December 2, 2011 and by this reference incorporated herein. |
(8) | Filed previously as an exhibit to our Current Report on Form 8-K filed on January 11, 2012 and by this reference incorporated herein. |
(9) | Filed previously as an exhibit to our Current Report on Form 8-K filed on January 17, 2012 and by this reference incorporated herein. |
(10) | Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, and by this reference incorporated herein. |
(11) | Filed previously as an exhibit to our Current Report on Form 8-K filed on February 15, 2012, and by this reference incorporated herein. |
(12) | Filed previously as an exhibit to our Current Report on Form 8-K filed on October 31, 2012 and by this reference incorporated herein. |
(13) | Filed previously as an exhibit to our Current Report on Form 8-K filed on November 19, 2012 and by this reference incorporated herein. |
(14) | Filed previously as an exhibit to our Current Report on Form 8-K filed on November 13, 2013 and by this reference incorporated herein. |
(15) | Filed previously as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2013 and by this reference incorporated herein. |
RESOURCE AMERICA, INC. | ||
March 18, 2014 | By: | /s/ Jonathan Z. Cohen |
JONATHAN Z. COHEN | ||
Chief Executive Officer and President |
For the Years Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
Earnings: | |||||||||||||||||||
Pretax (loss) income from continuing operations | $ | 52,645 | $ | 114,908 | $ | 32,074 | $ | (33,410 | ) | $ | (17,597 | ) | |||||||
Less - pretax income from continuing operations from consolidated VIE - RSO, including eliminations (2) | (42,796 | ) | (76,908 | ) | (39,337 | ) | (10,456 | ) | — | ||||||||||
Less - noncontrolling interests | — | — | — | (8 | ) | (1,549 | ) | ||||||||||||
Less - equity in (earnings) losses of affiliates | (5,389 | ) | (4,083 | ) | (9,507 | ) | (2,892 | ) | (4,998 | ) | |||||||||
Add - cash distributions received from equity investments | 4,647 | 3,311 | 5,022 | 4,506 | 5,841 | ||||||||||||||
9,107 | 37,228 | (11,748 | ) | (42,260 | ) | (18,303 | ) | ||||||||||||
Fixed charges | 2,236 | 2,489 | 16,148 | 11,938 | 15,945 | ||||||||||||||
Total | $ | 11,343 | $ | 39,717 | $ | 4,400 | $ | (30,322 | ) | $ | (2,358 | ) | |||||||
Fixed Charges: | |||||||||||||||||||
Interest expense | $ | 2,036 | $ | 2,289 | $ | 15,948 | $ | 11,638 | $ | 15,617 | |||||||||
Estimated interest portion of rent expense (3) | 200 | 200 | 200 | 300 | 328 | ||||||||||||||
Total | $ | 2,236 | $ | 2,489 | $ | 16,148 | $ | 11,938 | $ | 15,945 | |||||||||
Ratio of earnings to fixed charges | 5.1 | 16.0 | (1) | (1) | (1) |
(1) | Earnings for 2011, 2010, and 2009 were inadequate to cover fixed charges. The coverage deficiencies for those periods were $11.7 million, $42.3 million and $18.3 million, respectively. |
(2) | The Company’s financial statements have been prepared to consolidate the financial statements of Resource Capital Corp., or RSO, a consolidated variable interest entity. However, the assets of RSO are held solely to satisfy RSO’s obligations and the creditors of RSO have no recourse to the Company. Accordingly, the calculation of the ratio of earnings to fixed charges has been adjusted to exclude the impact of RSO for the periods presented. |
(3) | Estimated to be 8% of rent expense. |
1) | I have reviewed this report on Form 10-K/A for the fiscal year ended December 31, 2013 of Resource America, Inc.; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Jonathan Z. Cohen | |
Date: March 18, 2014 | Jonathan Z. Cohen |
Chief Executive Officer |
1) | I have reviewed this report on Form 10-K/A for the fiscal year ended December 31, 2013 of Resource America, Inc.; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5) | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Thomas C. Elliott | |
Date: March 18, 2014 | Thomas C. Elliott |
Senior Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Jonathan Z. Cohen | |
Date: March 18, 2014 | Jonathan Z. Cohen |
Chief Executive Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Thomas C. Elliott | |
Date: March 18, 2014 | Thomas C. Elliott |
Senior Vice President and Chief Financial Officer |
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