Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - RESOURCE AMERICA, INC. | ex_312-2013123110ka.htm |
| EX-32.1 - EXHIBIT 32.1 - RESOURCE AMERICA, INC. | ex_321-2013123110ka.htm |
| EX-32.2 - EXHIBIT 32.2 - RESOURCE AMERICA, INC. | ex_322-2013123110ka.htm |
| EX-31.1 - EXHIBIT 31.1 - RESOURCE AMERICA, INC. | ex_311-2013123110ka.htm |
| EX-12.1 - EXHIBIT 12.1 - RESOURCE AMERICA, INC. | ex_12x1-2013123110ka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to __________
Commission file number: 0-4408
RESOURCE AMERICA, INC.
(Exact name of registrant as specified in its charter)
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 | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | þ | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting common equity held by non-affiliates of the registrant, based on the closing price of such stock on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2013) was approximately $126,110,000.
The number of outstanding shares of the registrant’s common stock on March 6, 2014 was 20,351,869 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement filed with the Commission in connection with the 2014 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
Explanatory Note
We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 17, 2014 (the “Form 10-K”), to amend Part IV of the Form 10-K in order to file the inadvertently omitted Exhibit 12.1. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment. This Amendment should be read in conjunction with the Form 10-K and the our other filings with the Securities and Exchange Commission.
Except as described above, no other changes have been made in this Amendment to modify or update the other disclosures presented in the Form 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(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. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
March 18, 2014 | By: | /s/ Jonathan Z. Cohen |
JONATHAN Z. COHEN | ||
Chief Executive Officer and President | ||