CORRESP 1 filename1.txt [Resource America, Inc. LOGO] October 11, 2006 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Donald A. Walker, Senior Assistant Chief Accountant RE: Resource America, Inc. Form 10-K and Form 10-K/A for the Fiscal Year Ended September 30, 2005 Filed December 14, 2005 and March 27, 2006 File No. 0-4408 Dear Mr. Walker: We are writing this letter to respond to the comment letter of the Staff dated September 14, 2006 with respect to the Form 10-K and Form 10-K/A for Resource America, Inc. (the "Company") for the fiscal year ended September 30, 2005. For your convenience, we have reproduced the Staff's comments in italics preceding each response. Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2005 Item 15. Exhibits and Financial Statement Schedules 1. Please provide in your response letter a tabular presentation of each subsidiary not consolidated and 50 percent or less owned, showing your calculation of significance in accordance with Rule 1-02(w) of Regulation S-X, and your determination of whether you are required to include audited or unaudited financial statements. Refer to guidance provided by Rule 3-09(a) and (b) of Regulation S-X. Company response: We are enclosing Attachment I in response to your request for our calculation of significance for our subsidiaries and our determination of the filing requirements. 2. Please file a Form 10-KSB/A on EDGAR with audit reports that include signatures of the registered public accounting firms who opined on the financial statements for Trapeza Capital Management, LLC, and Trapeza Management Group, LLC. Please refer to the guidance in Article 2-02(a)(2) of Regulation S-X. Company response: The Company did receive a signed auditor's report prior to the time of filing. The omission of the signature from the filing was an inadvertent typographical error, and we have revised the filing to indicate that the signature had already been provided by the auditor at the time of the filing. We have simultaneously filed Amendment No. 2 to the Form 10-K ("Amendment No. 2") in response to the comment letter. * * * In addition to providing the above responses to the Staff's comments, we confirm, in response to the Staff's request, that: o the Company is responsible for the adequacy and accuracy of the disclosure in the filing; o staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you for your attention to this matter. If you have any questions regarding the foregoing responses, please contact the undersigned at (215) 546-5005. Very truly yours, /s/ JONATHAN Z. COHEN --------------------------------------- JONATHAN Z. COHEN PRESIDENT AND CHIEF EXECUTIVE OFFICER RESOURCE AMERICA - SIGNIF SUB TEST ATTACHMENT I FYE 9/30/05 AMOUNTS IN $000s Note - the Sept 2005 RAI consolidation includes Trapeza B/S data for as of and P/L data for the 12 mths ended June 2005 (qtr lag) Source: RFFM consolidation @ 9/30/05
Total S-X 210.1-01.2(W) RAI investmt REPORTING AND 210.3-09 CONSOL TEST SUBSIDIARY Investment Advances & advances TEST RESULTS REQUIREMENT ------------------ ------- ----------- ---------- ------------ -------------- ------------- ------------ ----------- 1. The registrant's and its other subsidiaries' investments in and advances to the subsidiary exceed 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year; 456,824 10% 45,682 TF 3,147 -- 3,147 N/A N/A 20% 91,365 TF II 2,131 -- 2,131 N/A N/A 50% 228,412 TF III 1,742 -- 1,742 N/A N/A TF IV 603 -- 603 N/A N/A TF V 1,007 -- 1,007 N/A N/A TCM 1,652 -- 1,652 N/A N/A TMG 180 -- 180 N/A N/A TPS (4) -- (4) N/A N/A ------ --- ------ 10,458 -- 10,458 ====== === ====== Consolidated GP Interest in Proportionate Trapeza Fund Consolidated share of Assets Entity Assets ------------ -------------- ------------- 2. The registrant's and its other subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or same as 10% 45,682 I TF * 346,107 50% 173,054 EXCEEDS 20% 2 YR F/Ss above 20% 91,365 II TF II * 731,489 50% 365,744 EXCEEDS 50% 3 YR F/Ss 50% 228,412 III TF III * 416,079 50% 208,040 EXCEEDS 20% 2 YR F/Ss IV TF IV * 8,730 50% 4,365 N/A N/A V TF V * 8,172 50% 4,086 N/A N/A TCM * 6,153 50% 3,076 N/A N/A TMG * 649 33% 216 N/A N/A TPS * 20 50% 10 N/A N/A * - as of 12/31/04 audited financials; good estimate, not significant fluctuation in balance yr/yr pretax income fm continuing ops ------------ 3. The registrant's and its other subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the subsidiary exceeds 10 percent of such income of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. 9,884 10% 988 TF I 1,771 EXCEEDS 10% SUMMARY F/N DISCLOSURE 20% 1,977 TF II 1,663 EXCEEDS 10% SUMMARY F/N DISCLOSURE 50% 4,942 TF III 601 N/A N/A TF IV 218 N/A N/A TF V 172 N/A N/A TCM 2,342 EXCEEDS 20% 2 YR AUDITED F/Ss TMG 1,003 EXCEEDS 10% SUMMARY F/N DISCLOSURE TPS (10) N/A N/A ----- 7,758 =====