-----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, FkwD835KS5cHE8Z5damOAtwZRgut7EHM4p3uqd932xY5vYtb6EFfGd9ByOp2JFeh 0MQ+fn//vJHizBneVls/cQ== 0001486279-10-000013.txt : 20100506 0001486279-10-000013.hdr.sgml : 20100506 20100505205137 ACCESSION NUMBER: 0001486279-10-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100506 DATE AS OF CHANGE: 20100505 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: 10803672 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 LLC DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 8-K 1 rai8k033110.htm RESOURCE AMERICA, INC. FORM 8-K RESULTS 033110 rai8k033110.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): May 5, 2010
 
Resource America, Inc.
(Exact name of registrant as specified in its chapter)
 
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 May 5, 2010, Resource America, Inc. issued a press release regarding its operating results for the three and six months ended March 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: May 5, 2010
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 FOR QUARTER ENDED 033110 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 SECOND FISCAL QUARTER ENDED MARCH 31, 2010

Philadelphia, PA, May 5, 2010 - Resource America, Inc. (NASDAQ: REXI) (the "Company”) reported a loss from continuing operations attributable to common shareholders of $1.2 million, or $0.06 per common share-diluted and $259,000, or $0.01 per common share-diluted for the second fiscal quarter and six months ended March 31, 2010, respectively, as compared to a loss from continuing operations attributable to common shareholders of $11.5 million, or $0.62 per common share-diluted and $14.8 million, or $0.80 per common share-diluted for the second fiscal quarter and six months ended March 31, 2009, respectively.

Jonathan Cohen, CEO and President commented, “We continue to make significant progress across our businesses.  While we were pleased by events at Resource Capital, Apidos, and Resource Real Estate both during the quarter and immediately after it, we were disappointed by our loss this quarter after two profitable quarters; nonetheless we believe our recovery to stable profitability remains on track.  We are in the middle of repositioning our leasing company which suffered this quarter in part as a result of costs incurred to solidify that valuable franchise.”

The Company also reported:
 
 
·
Capital Fundraising.  In December 2009, Resource Real Estate Holdings, Inc. (“Resource Real Estate”) closed its real estate opportunity fund, which focuses on acquiring discounted real estate assets and related debt, having raised $41.4 million.
 
 
·
Resource Real Estate filed a $750.0 million registration statement with the Securities and Exchange Commission on July 7, 2009 for Resource Real Estate Opportunity REIT, Inc. of which Resource Real Estate will be the external manager.  Resource Real Estate recently filed a third amendment to the originally filed registration statement.
 
 
·
Debt Reduction.  As of March 31, 2010, the Company reduced its total consolidated borrowings outstanding to $144.5 million from $191.4 million as of September 30, 2009, a decrease of $46.9 million (25%).  At March 31, 2010, borrowings include $96.5 million of borrowings under a non-recourse credit facility at LEAF, $17.6 million of corporate revolving debt, $13.5 million of senior notes, net of a discount, and $16.9 million of other debt, of which $13.5 million is in mortgage debt secured by the underlying properties.
 
 
·
Adjusted Revenues and Adjusted Operating (Loss) Income − Non-GAAP Measures.  For the second fiscal quarter and six months ended March 31, 2010, the Company reported adjusted revenues of $19.4 million and $42.2 million, respectively, as compared to $25.9 million and $59.1 million for the second fiscal quarter and six months ended March 31, 2009, respectively.  For the second fiscal quarter and six months ended March 31, 2010, the Company reported an adjusted operating loss of $1.9 million and $55,000, respectively, as compared to adjusted operating income of $2.7 million and $7.8 million for the second fiscal quarter and six months ended March 31, 2009, respectively.  Adjusted revenues and adjusted operating (loss) income excludes $29,000 and $2.6 million of pre-tax fair value gains for the second fiscal quarter and six months ended March 31, 2010, respectively, as compared to $1.2 million of pre-tax fair value gains and $37,000 of losses for the second fiscal quarter and six months ended March 31, 2009, respectively.  A reconciliation of the Company’s total GAAP revenues and GAAP operating (loss) income to adjusted revenues and adjusted operating (loss) income is included in Schedule I to this release.

 
 

 


Assets Under Management

The following table details the Company’s assets under management by operating segment, which decreased by $3.6 billion (22%) from March 31, 2009 to March 31, 2010:

 
At March 31,
 
2010
 
2009
Financial fund management
$  10.3 billion
 
$  13.5 billion
Real estate
      1.7 billion
 
      1.7 billion
Commercial finance
      1.1 billion
 
      1.5 billion
 
13.1 billion
 
16.7 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, 2009.

Book Value

As of March 31, 2010, the Company’s GAAP book value per common share was $7.95 per share.  Total stockholders’ equity was $144.9 million as of March 31, 2010 as compared to $128.8 million as of March 31, 2009.  Total common shares outstanding were 18,223,993 as of March 31, 2010 as compared to 17,900,293 as of March 31, 2009.


 
 

 

Other Highlights for the Second Fiscal Quarter Ended March 31, 2010 and Recent Developments
 
 
·
In April 2010, Resource Real Estate purchased three loans on behalf of RCC from the U.S. Department of Housing and Urban Development for approximately $44.2 million in partnership with an existing joint venture partner. These loans are secured by multifamily rental properties located in Atlanta Georgia, Cleveland Ohio and Prince George County Maryland.  In connection with the purchase of these three loans, the Company received a $440,000 debt acquisition fee and will receive asset management and property management fees going forward. 
 
·
Resource Real Estate completed fundraising for Resource Real Estate Opportunity Fund L.P., (“RREI Opportunity Fund”) a real estate partnership focused on investing in discounted real estate and related debt, having raised $41.4 million. 
 
·
RREI Opportunity Fund acquired (i) a 296 unit multifamily rental property in Houston, Texas in January 2010, (ii) a 378 unit multifamily rental property in Memphis, Tennessee in March 2010, (iii) a 348 unit multifamily rental property in Houston, Texas in March 2010 and (iv) a 307 unit multifamily rental property in Houston, Texas in March 2010.  In April 2010, RREI Opportunity Fund entered into contracts to sell 43 of the 49 condominium units in Kansas City, Missouri that it acquired in June 2009.
 
·
Resource Real Estate Management, Inc., the Company’s property management subsidiary, increased the apartment units it manages to 14,456 units at 54 properties as of March 31, 2010 from 13,127 units at 50 properties as of December 31, 2009.
 
·
In January 2010, Resource Real Estate received net proceeds of $811,000 in full satisfaction of a subordinate note that it held on a retail property located in Minnesota.  As a result of this sale, this previously consolidated entity was deconsolidated, thus further reducing the Company’s debt by $1.0 million. 
 
·
Resource Real Estate received $238,000 and recorded a gain of $106,000 from the sale of an asset in one of its managed funds in which it owns an equity investment.
 
·
In April 2010, Resource Real Estate sold its 10% equity interests in two joint ventures that owned properties in Savannah, Georgia for $761,000.
 
·
The Company reduced its borrowings to $144.5 million at March 31, 2010, a decrease of $46.9 million from September 30, 2009.  This decrease primarily reflects a $40.0 million reduction in borrowings on LEAF’s revolving warehouse credit facility and a $9.5 million reduction of the Company’s two corporate revolving lines of credit.
 
·
The Company’s Board of Directors authorized the payment on April 30, 2010 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 March 31, 2010.
 
·
RCC paid a cash dividend of $0.25 per common share for its first quarter ended March 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.  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 the securities to be offered by Resource Real Estate Opportunity REIT, Inc. has been filed with the Securities and Exchange Commission but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  A written prospectus 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 revenues to adjusted revenues and reconciliation of GAAP operating (loss) income to adjusted operating (loss) income.

 
 

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

   
March 31,
   
September 30,
 
   
2010
   
2009
 
   
(unaudited)
   
(as revised)
 
ASSETS
           
Cash
  $ 7,324     $ 26,197  
Restricted cash
    2,547       2,741  
Receivables
    2,245       1,358  
Receivables from managed entities and related parties, net
    60,362       55,047  
Investments in commercial finance - held for investment, net
    749       2,429  
Investments in commercial finance - held for sale, net
    102,642       142,701  
Investments in real estate, net
    27,818       27,313  
Investment securities available-for-sale, at fair value
    23,540       19,500  
Investments in unconsolidated entities
    14,528       16,241  
Property and equipment, net
    10,332       13,435  
Deferred tax assets
    43,055       45,656  
Goodwill
    7,969       7,969  
Intangible assets, net
    3,239       3,637  
Other assets
    16,514       11,616  
Total assets
  $ 322,864     $ 375,840  
                 
LIABILITIES AND EQUITY
               
Liabilities:
               
Accrued expenses and other liabilities
  $ 31,883     $ 40,986  
Payables to managed entities and related parties
    197       1,284  
Borrowings
    144,473       191,383  
Deferred tax liabilities
    2,046       2,046  
Total liabilities
    178,599       235,699  
                 
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; 28,162,141
and 27,757,849 shares issued, respectively (including nonvested
restricted stock of 783,698 and 552,461, respectively)
    274       272  
Additional paid-in capital
    280,183       277,944  
Accumulated deficit
    (23,820 )     (22,471 )
Treasury stock, at cost; 9,154,450 and 9,213,665 shares, respectively
    (99,722 )     (100,367 )
Accumulated other comprehensive loss
    (11,972 )     (15,560 )
Total stockholders’ equity
    144,943       139,818  
Noncontrolling interests
    (678 )     323  
Total equity
    144,265       140,141  
Total liabilities and equity
  $ 322,864     $ 375,840  


 
 

 


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

   
Three Months Ended
   
Six Months Ended
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
   
2009
 
REVENUES:
       
(as revised)
         
(as revised)
 
Real estate
  $ 5,770     $ 5,173     $ 12,717     $ 12,063  
Commercial finance
    7,409       13,335       16,232       28,486  
Financial fund management
    6,221       8,611       15,873       18,530  
      19,400       27,119       44,822       59,079  
COSTS AND EXPENSES:
                               
Real estate
    5,516       5,370       10,243       11,288  
Commercial finance
    4,731       6,774       9,306       14,223  
Financial fund management
    4,700       5,082       9,404       10,810  
General and administrative
    2,768       3,670       6,200       7,678  
(Gain) loss on sale of leases and loans
    (31 )     (86 )     551       (319 )
Provision for credit losses
    1,210       853       1,986       4,597  
Depreciation and amortization
    2,382       1,535       4,588       3,082  
      21,276       23,198       42,278       51,359  
OPERATING (LOSS) INCOME
    (1,876 )     3,921       2,544       7,720  
OTHER (EXPENSE) INCOME:
                               
Total other-than-temporary impairment losses on
investment securities
    (297 )     (3,039 )     (297 )     (7,962 )
Portion recognized in other comprehensive loss
                       
Net other-than-temporary impairment losses recognized
in earnings
    (297 )     (3,039 )     (297 )     (7,962 )
Loss on sale of loans and investment securities, net
    (424 )     (11,588 )     (424 )     (11,588 )
Interest expense
    (3,871 )     (5,924 )     (7,688 )     (14,323 )
Other income, net
    637       544       1,207       2,243  
      (3,955 )     (20,007 )     (7,202 )     (31,630 )
Loss from continuing operations before taxes 
    (5,831 )     (16,086 )     (4,658 )     (23,910 )
Income tax benefit
    (3,986 )     (3,460 )     (3,401 )     (7,606 )
Loss from continuing operations
    (1,845 )     (12,626 )     (1,257 )     (16,304 )
Loss from discontinued operations, net of tax
    (2 )     (163 )     (2 )     (88 )
Net loss
    (1,847 )     (12,789 )     (1,259 )     (16,392 )
Add:  Net loss attributable to noncontrolling
interests
    615       1,156       998       1,539  
Net loss attributable to common shareholders
  $ (1,232 )   $ (11,633 )   $ (261 )   $ (14,853 )
Basic loss per share attributable to common
shareholders:
                               
Continuing operations
  $ (0.06 )   $ (0.62 )   $ (0.01 )   $ (0.80 )
Discontinued operations
          (0.01 )           (0.01 )
Net loss
  $ (0.06 )   $ (0.63 )   $ (0.01 )   $ (0.81 )
Weighted average shares outstanding
    19,089       18,468       18,888       18,374  
Diluted loss per share attributable to common
shareholders:
                               
Continuing operations
  $ (0.06 )   $ (0.62 )   $ (0.01 )   $ (0.80 )
Discontinued operations
          (0.01 )           (0.01 )
Net loss
  $ (0.06 )   $ (0.63 )   $ (0.01 )   $ (0.81 )
Weighted average shares outstanding
    19,089       18,468       18,888       18,374  
Dividends declared per common share
  $ 0.03     $ 0.07     $ 0.06     $ 0.14  
Amounts attributable to common shareholders:
                               
Loss from continuing operations, net of tax
  $ (1,230 )   $ (11,470 )   $ (259 )   $ (14,765 )
Discontinued operations, net of tax
    (2 )     (163 )     (2 )     (88 )
Net loss
  $ (1,232 )   $ (11,633 )   $ (261 )   $ (14,853 )
 


 
 

 


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

   
Six Months Ended
March 31,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (1,259 )   $ (16,392 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Net other-than-temporary impairment losses recognized in earnings
    297       7,962  
Depreciation and amortization
    6,721       4,156  
Provision for credit losses
    1,986       4,597  
Equity in earnings of unconsolidated entities
    (3,441 )     (199 )
Distributions from unconsolidated entities
    2,701       3,053  
Loss (gain) on sale of leases and loans
    551       (319 )
Loss on sale of loans and investment securities, net
    436       11,548  
Gain on sale of assets
    (287 )     (688 )
Deferred income tax provision (benefit)
    33       (14,520 )
Equity-based compensation issued
    2,014       2,775  
Equity-based compensation received
    (375 )     (98 )
Decrease in commercial finance investments − held for sale
    37,182       4,390  
Changes in operating assets and liabilities
    (19,667 )     (4,494 )
Net cash provided by operating activities
    26,892       1,771  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Capital expenditures
    (236 )     (184 )
Payments received on real estate loans and real estate
    2,885       10,036  
Investments in real estate
    (1,512 )     (2,232 )
Purchase of commercial finance assets − held for investment
    -       (41,942 )
Payments received on commercial finance assets − held for investment
    -       33,643  
Purchase of loans and investments
    (1,011 )     (19,036 )
Proceeds from sale of loans and investments
    1,510       13,275  
Principal payments received on loans
    333       3,975  
Other
    (1,374 )     (1,394 )
Net cash provided by (used in) investing activities
    595       (3,859 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Increase in borrowings
    71,001       263,714  
Principal payments on borrowings
    (116,525 )     (258,054 )
Dividends paid
    (1,088 )     (2,480 )
Decrease in restricted cash
    194       9,326  
Repurchase of subsidiary stock held by a noncontrolling stockholder
    -       (264 )
Other
    58       (69 )
Net cash (used in) provided by financing activities
    (46,360 )     12,173  
                 
CASH FLOWS FROM DISCONTINUED OPERATIONS:
               
Operating activities
    -       (8 )
Financing activities
    -       (77 )
Net cash used in discontinued operations
    -       (85 )
(Decrease) increase in cash
    (18,873 )     10,000  
Cash at beginning of year
    26,197       14,910  
Cash at end of period
  $ 7,324     $ 24,910  


 
 

 


SCHEDULE I

RECONCILIATION OF GAAP REVENUES TO ADJUSTED REVENUES AND RECONCILIATION OF GAAP OPERATING (LOSS) INCOME TO ADJUSTED OPERATING (LOSS) INCOME
(in thousands)
(unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
   
2009
 
Revenues
                       
Real estate
  $ 5,770     $ 5,173     $ 12,717     $ 12,063  
Commercial finance
    7,409       13,335       16,232       28,486  
Financial fund management
    6,221       8,611       15,873       18,530  
Total revenues − GAAP
    19,400       27,119       44,822       59,079  
                                 
Adjustments:
                               
Fair value adjustments (1) 
    (29 )     (1,181 )     (2,599 )     37  
Adjusted revenues (2) 
  $ 19,371     $ 25,938     $ 42,223     $ 59,116  
                                 
Operating (loss) income − GAAP
  $ (1,876 )   $ 3,921     $ 2,544     $ 7,720  
                                 
Adjustments:
                               
Fair value adjustments (1) 
    (29 )     (1,181 )     (2,599 )     37  
Adjusted operating (loss) income (2) 
  $ (1,905 )   $ 2,740     $ (55 )   $ 7,757  

(1)
Reflects pre-tax fair value adjustments on investments reported under the equity method of accounting.
 
(2)
Management of the Company views adjusted revenues and adjusted operating income, both non-GAAP measures, as useful and appropriate supplements to revenues and operating income since they exclude fair value adjustments related to current credit market conditions and are not indicative of the Company’s current operating performance.
 
 



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