-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIcPE6jmfOXqm2MsChOoKAZR+Epn9qBCgLmSTk2AUm1TucIE6gvev032Uf0qoO26 BGNHKOsCIRSvEY43EnsgIA== 0001376074-11-000027.txt : 20110208 0001376074-11-000027.hdr.sgml : 20110208 20110207200238 ACCESSION NUMBER: 0001376074-11-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA, INC. CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04408 FILM NUMBER: 11580034 BUSINESS ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-546-5005 MAIL ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 20061214 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA LLC DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 19920703 8-K 1 rexi8k123110.htm FORM 8-K RESULTS 12/31/10 rexi8k123110.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 7, 2011
 
Resource America, Inc.
(Exact Name of Registrant as Specified in Charter)
 
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)
 
Registrant's telephone number, including area code: 215-546-5005
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 2.02     Results of Operations and Financial Condition
 
On February 7, 2011, Resource America, Inc. issued a press release regarding its operating results for the three months ended December 31, 2010. A copy of this press release is furnished with this report as an exhibit. The information in this report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
 
Item 9.01     Financial Statements and Exhibits
 
 
(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.
 
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
Resource America, Inc.
     
Date: February 7, 2011
By:
/s/ Thomas C. Elliott
 
Thomas C. Elliott
 
Senior Vice President and Chief Financial Officer
 

 
 

 
 
Exhibit Index
 
Exhibit No.
Description
 
Ex 99.1
Press Release
 
     
 
 
 



 
 

 
EX-99.1 2 exh99_1.htm PRESS RELEASE exh99_1.htm
 


 
FOR IMMEDIATE RELEASE

CONTACT:
THOMAS C. ELLIOTT
 
 
CHIEF FINANCIAL OFFICER
 
 
RESOURCE AMERICA, INC.
 
 
ONE CRESCENT DRIVE, SUITE 203
 
 
PHILADELPHIA, PA 19112
 
 
215/546-5005; 215-546-4785 (fax)
 
 


RESOURCE AMERICA, INC.
REPORTS OPERATING RESULTS
FOR THE FIRST FISCAL QUARTER ENDED DECEMBER 31, 2010

Philadelphia, PA, February 7, 2011 - Resource America, Inc. (NASDAQ: REXI) (the "Company”) reported adjusted net income attributable to common shareholders, a non-GAAP measure, of $1.6 million, or $0.08 per common share-diluted, for the first fiscal quarter ended December 31, 2010, as compared to adjusted net income attributable to common shareholders of $1.1 million, or $0.06 per common share-diluted, for the first fiscal quarter ended December 31, 2009.  A reconciliation of the Company’s reported GAAP net (loss) income attributable to common shareholders to adjusted net income attributable to common shareholders, a non-GAAP measure, is included as Schedule I to this release.< /div>

For the first fiscal quarter ended December 31, 2010, the Company reported a GAAP net loss attributable to common shareholders of $567,000, or $0.03 per common share-diluted, as compared to GAAP net income attributable to common shareholders of $971,000, or $0.05 per common share-diluted, for the first fiscal quarter ended December 31, 2009.

The GAAP net loss attributable to common shareholders for the first fiscal quarter ended December 31, 2010 was primarily the result of losses generated from LEAF Financial Corporation (“LEAF”), the Company’s commercial finance operating segment, and deferred tax asset adjustments.  Schedule I reflects the removal of these items to derive adjusted net income attributable to common shareholders.

Jonathan Cohen, CEO and President, commented, “We continue to make progress scaling our business. We are seeing substantial growth in management fees generated from real estate products including our new non-traded REIT and from Resource Capital Corp, our publicly traded externally managed REIT.  We are starting to see growth at Apidos Capital and across Resource Financial Fund Management. During the quarter, we re-capitalized LEAF and are now starting to grow that business. We also executed on the sale of certain non-core assets and built up our cash position while continuing to lower our net-debt.  We are pleased but are now looking for scale.”

Assets Under Management

The following table details the Company’s assets under management by operating segment, which decreased by $1.3 billion (10%) from December 31, 2009 to December 31, 2010:
 
   
At December 31,
 
At December 31,
 
2010
 
2009
Financial fund management
      $      9.7  billion
 
      $  10.4   billion
Real estate
                      1.5  billion
 
    1.7   billion
Commercial finance
                      0.8  billion
 
    1.2   billion
 
              $    12.0  billion
 
  $   13.3   billion

A description of how the Company calculates assets under management is set forth in Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Book Value

As of December 31, 2010, the Company’s book value per common share was $7.31 per share.  Total stockholders’ equity was $134.0 million as of December 31, 2010 as compared to $142.3 million as of December 31, 2009.  Total common shares outstanding were 18,320,863 as of December 31, 2010 as compared to 18,036,643 as of December 31, 2009.

 
 

 

Highlights for the First Fiscal Quarter Ended December 31, 2010 and Recent Developments
LEASING:
 
In January 2011, LEAF raised or obtained commitments for up to approximately $236 million of equity and debt capital to expand its leasing platform through its new lease origination and servicing subsidiary, LEAF Commercial Capital, Inc. ("LEAF Commercial").  LEAF Commercial is a joint venture among LEAF, Resource Capital Corp. (“RCC”) and Guggenheim Securities, LLC ("Guggenheim").  RCC and Guggenheim committed to investing up to $44 million of capital in the form of preferred stock and subordinated debt into LEAF Commercial.  In addition, Guggenheim has arranged a new financing facility for LEAF Commercial of up to $192 million in revolving senior debt to fund new originations.
 
Securitizations: Since May 2010, LEAF has completed five securitization transactions totaling $700 million on behalf of affiliates for which it manages leasing portfolios.  These transactions have been term funded through the issuance of contract-backed notes and LEAF will continue to service these securitization pools.
 
REAL ESTATE:
 
Fundraising:  Resource Real Estate (“RRE”), the Company's real estate operating segment, has sponsored and is the external manager of Resource Real Estate Opportunity REIT, Inc. (“RRE Opportunity REIT”), which is a public real estate program.  Through February 1, 2011, RRE Opportunity REIT has raised approximately $27.7 million and has made the acquisition described below.
 
®
Acquisitions:
 
 
In December 2010, RRE purchased through RRE Opportunity REIT, a loan secured by a first lien mortgage on a multifamily rental property in Birmingham, Alabama for $6.3 million.  In connection with this purchase, the Company received $126,000 in acquisition fees and will receive asset management and property management fees in the future.
 
 
In October 2010, RRE purchased a loan through RCC for $8.1 million with an existing joint venture partner.  The loan is secured by two multifamily rental properties located in Decatur, Georgia. In connection with this purchase, the Company received $82,000 in acquisition fees and will receive asset management and property management fees in the future.
 
®
Property Management: Resource Real Estate Management, Inc., the Company’s property management subsidiary, increased the apartment units it manages to 14,128 units at 51 properties as of December 31, 2010 from 13,127 units at 50 properties as of December 31, 2009.
 
FINANCIAL FUND MANAGEMENT:
 
®
Sale of Management Agreement/Equity: In December 2010, the Company’s subsidiary, Resource Europe Management Limited (“REM”), completed the sale and assignment of REM’s rights, title and interest in the management agreement for Resource Europe CLO I B.V. (“REM I”), a €300 million collateralized loan obligation.  In connection with the sale and assignment of the management agreement, Resource Financial Fund Management, Inc., the Company’s structured finance operating segment (“RFFM”), sold its equity interest in REM I.  The aggregate purchase price of the assets sold by REM and RFFM was approximately $11.1 million, net of transaction costs, and as a result of this transaction, the Company recorded a net gain of $5.1 million.
 
®
Additional Management Engagement:  In November 2010, a subsidiary of RFFM was awarded the management contract for an existing $255 million third-party collateralized debt obligation issuer for which it will receive future management fees. 
 
CORPORATE:
 
®
Decreased Borrowings: As of December 31, 2010, the Company reduced its consolidated borrowings outstanding by $108.4 million, or 62%, to $65.6 million from $174.0 million at December 31, 2009.  This decrease primarily reflects the repayment and termination of the commercial finance credit facility, which had a $124.9 million balance at December 31, 2009.  At December 31, 2010, borrowings include $21.8 million in non-recourse short-term bridge financing for its commercial finance operations, $12.8 million of corporate revolving debt, $14.8 million of senior notes (net of a discount) and $16.2 million of other debt (of which $13.4 million is in mortgage debt secured by the underlying properties).
 
®
Share Repurchase Plan:  The Company’s Board of Directors authorized a new share repurchase plan on December 17, 2010 under which the Company may buy up to $20.0 million of its outstanding common stock, replacing a share repurchase plan that had been approved by the Board in July 2007.
 
®
Dividends:  The Company’s Board of Directors authorized the payment on January 31, 2011 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 January 21, 2011.  RCC, its externally managed REIT, declared a cash dividend of $0.25 per common share for its fourth quarter ended December 31, 2010.

Resource America, Inc. is a specialized asset management company that uses industry specific expertise to evaluate, originate, service and manage investment opportunities for its own account and for outside investors in the real estate, commercial finance and financial fund management sectors.

For more information, please visit our website at www.resourceamerica.com or contact investor relations at pkamdar@resourceamerica.com.

 
 

 

Statements made in this release include forward-looking statements, which involve substantial risks and uncertainties.  The Company’s actual results, performance or achievements could differ materially from those expressed or implied in this release and its other reports filed with the Securities and Exchange Commission.  For information pertaining to risks relating to these forward-looking statements, reference is made to the section “Risk Factors” contained in Item 1A of the Company’s Annual Report on Form 10-K and in other of its public filings with the Securities and Exchange Commission.  The Company undertakes no obligation to update or revise any forward-looking statements to reflect new or changing information or events except as may be required by law.

A registration statement relating to securities offered by RRE Opportunity REIT was declared effective by the SEC on June 16, 2010.  A written prospectus relating to these securities may be obtained by contacting Chadwick Securities, Inc., 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The remainder of this release contains the Company’s unaudited consolidated balance sheets, consolidated statements of operations, consolidated statements of cash flows, and reconciliation of GAAP net (loss) income attributable to common shareholders to adjusted net income attributable to common shareholders.

 
 

 

RESOURCE AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

   
December 31,
   
September 30,
 
   
2010
   
2010
 
   
(unaudited)
       
ASSETS
           
Cash
  $ 14,530     $ 11,243  
Restricted cash
    5,401       12,018  
Receivables
    622       1,671  
Receivables from managed entities and related parties, net
    62,016       66,416  
Investments in commercial finance, net
    22,286       12,176  
Investments in real estate, net
    27,462       27,114  
Investment securities, at fair value
    21,716       22,358  
Investments in unconsolidated entities
    14,387       13,825  
Property and equipment, net
    9,364       9,984  
Deferred tax assets
    42,010       43,703  
Goodwill
    7,969       7,969  
Other assets
    5,411       5,776  
Total assets
  $ 233,174     $ 234,253  
                 
LIABILITIES AND EQUITY
               
Liabilities:
               
Accrued expenses and other liabilities
  $ 35,661     $ 38,492  
Payables to managed entities and related parties
    952       156  
Borrowings
    65,640       66,110  
Deferred tax liabilities
    411       411  
Total liabilities
    102,664       105,169  
                 
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; 28,171,720
and 28,167,909 shares issued, respectively (including nonvested
restricted stock of 732,308 and 741,086, respectively)
    274       274  
Additional paid-in capital
    282,062       281,378  
Accumulated deficit
    (38,676 )     (37,558 )
Treasury stock, at cost; 9,118,549 and 9,125,253 shares, respectively
    (99,245 )     (99,330 )
Accumulated other comprehensive loss
    (10,431 )     (12,807 )
Total stockholders’ equity
    133,984       131,957  
Noncontrolling interests
    (3,474 )     (2,873 )
Total equity
    130,510       129,084  
    $ 233,174     $ 234,253  


 
 

 

RESOURCE AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

   
Three Months Ended
December 31,
 
   
2010
   
2009
 
REVENUES
           
Real estate
  $ 6,874     $ 6,947  
Commercial finance
    1,476       8,823  
Financial fund management
    8,330       9,652  
      16,680       25,422  
COSTS AND EXPENSES
               
Real estate
    5,461       4,727  
Commercial finance
    4,273       4,575  
Financial fund management
    6,720       4,704  
General and administrative
    3,116       3,432  
(Gain) loss on sale of leases and loans
    (11 )     582  
Provision for credit losses
    1,606       776  
Depreciation and amortization
    1,125       2,206  
      22,290       21,002  
OPERATING (LOSS) INCOME
    (5,610 )     4,420  
                 
OTHER INCOME (EXPENSE)
               
Gain on the sale of assets
    6,520        
Loss on sale of investment securities, net
    (1,470 )      
Interest expense
    (2,369 )     (3,817 )
Other income, net
    1,095       570  
      3,776       (3,247 )
(Loss) income from operations before taxes
    (1,834 )     1,173  
Income tax (benefit) provision
    (642 )     585  
Net (loss) income
    (1,192 )     588  
Add:  Net loss attributable to noncontrolling interests
    625       383  
Net (loss) income attributable to common shareholders
  $ (567 )   $ 971  
                 
Basic (loss) income per share attributable to common shareholders:
               
Net (loss) income
  $ (0.03 )   $ 0.05  
Weighted average shares outstanding
    19,076       18,689  
                 
Diluted (loss) income per share attributable to common shareholders:
               
Net (loss) income
  $ (0.03 )   $ 0.05  
Weighted average shares outstanding
    19,076       18,962  
                 
Dividends declared per common share
  $ 0.03     $ 0.03  
 
 
 

 
 
RESOURCE AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

   
Three Months Ended
December 31,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net (loss) income
  $ (1,192 )   $ 588  
Adjustments to reconcile net (loss) income to net cash used in
operating activities:
               
Depreciation and amortization
    1,911       3,173  
Provision for credit losses
    1,606       776  
Equity in earnings of unconsolidated entities
    (1,427 )     (3,405 )
Distributions from unconsolidated entities
    663       1,261  
(Gain) loss on sale of leases and loans
    (11 )     582  
Loss on sale of loans and investment securities, net
    1,470        
Gain on resolution of assets
    (9 )     (244 )
Gain on sale of management contract
    (6,520 )      
Deferred income tax benefit
    422       34  
Equity-based compensation issued
    781       1,120  
Equity-based compensation received
    (57 )     (375 )
Decrease in commercial finance investments
          8,386  
Changes in operating assets and liabilities
    (611 )     (13,049 )
Net cash used in operating activities
    (2,974 )     (1,153 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Capital expenditures
    (38 )     (118 )
Investments in unconsolidated real estate entities
    (283 )      
Purchase of commercial finance assets
    (10,690 )      
Proceeds from sale of management contract
    9,095        
Purchase of loans and investments
          (1,640 )
Proceeds from sale of loans and investment securities
    2,946       2,274  
Net cash provided by investing activities
    1,030       516  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Increase in borrowings
    1,000       45,701  
Principal payments on borrowings
    (1,908 )     (62,326 )
Dividends paid
    (551 )     (540 )
Decrease (increase) in debt financing costs
    73       (496 )
Decrease in restricted cash
    6,617       510  
Net cash provided by (used in) financing activities
    5,231       (17,151 )
                 
Increase (decrease) in cash
    3,287       (17,788 )
Cash at beginning of year
    11,243       26,197  
Cash at end of period
  $ 14,530     $ 8,409  


 
 

 

SCHEDULE I
 
RECONCILIATION OF GAAP NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO
ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (1)
(in thousands, except per share data)
(unaudited)

   
Three Months Ended
 
   
December 31,
 
   
2010
   
2009
 
Net (loss) income attributable to common shareholders − GAAP
  $ (567 )   $ 971  
Adjustments, net of tax:
               
Loss from commercial finance operations (2) 
    1,735       67  
Deferred tax assets
    422       92  
Adjusted net income attributable to common shareholders
  $ 1,590     $ 1,130  
                 
Adjusted weighted average diluted shares outstanding (3) 
    20,313       18,962  
                 
Adjusted net income attributable to common shareholders per common
share-diluted
  $ $0.08     $ $0.06  

(1)
Adjusted net income attributable to common shareholders presents the Company’s operations without the effect of its commercial finance operations. 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 months ended December 31, 2010 and 2009 separately from its commercial finance operations, which have been severely impacted by a reduction in liquidity and lack of availability of credit. Adjusted net income attributable to common shareholders should not be considered as an alternative to net (loss) income attributable to common shareholders (computed in accordance with GAAP).  Instead, adjusted net income attributable to common shareholders should be reviewed in connection with net (loss) income attributable to common shareholders in the Company’s consolidated financial statements, to help analyze how the Company’s business is performing.
 
(2)
Loss from commercial finance operations consists of revenues and expenses from commercial finance operations (including gains or losses from the sale of leases and loans, provision for credit losses and depreciation and amortization) net of applicable tax benefits and non-controlling interests.
 
(3)
Dilutive shares used in the calculation of adjusted net income attributable to common shareholders per common share-diluted includes an additional 1.2 million shares for the three months ended December 31, 2010 which were anti-dilutive for the period and, as such, were not used in the calculation of GAAP net loss attributable to common shareholders per common share-diluted.



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