Item
4.02 Non-Reliance on Previously Issued Financial
Statements
On May 2,
2008, our principal financial officer concluded that our consolidated financial
statements for the fiscal years ended September 30, 2007, 2006 and 2005 included
in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007,
and the interim financial statements included in our Quarterly Reports on Form
10-Q for the quarters included within fiscal 2007 and 2006 and the quarter ended
December 31, 2007 (collectively, the “Previously Issued Financial Statements”)
should no longer be relied upon, and that the Previously Issued Financial
Statements should be restated because of errors found in the financial
statements of five limited partnerships (the “Trapeza Partnerships”) of which we
own $8.4 million or 8% of the limited partner interests and are a 50% owner of
the general partner. The overall impact of the adjustments set forth below was a
cumulative reduction of net income and retained earnings by approximately $3.2
million, net of tax, as of December 31, 2007. The financial
information of the Trapeza Partnerships is included in our financial statements
in accordance with the application of Accounting Principles Board Opinion No.
18, “The Equity Method of Accounting for Investments in Common Stock,” or APB
No. 18. Our principal financial officer discussed this matter with
the independent auditors of the Trapeza Partnerships and with our independent
registered public accounting firm. On May 2, 2008, our principal
financial officer and our chief executive officer discussed this matter with the
audit committee of our board of directors and, based upon this discussion, our
audit committee concurred with the conclusion that the Previously Issued
Financial Statements should no longer be relied upon and should be
restated.
The Trapeza Partnerships were formed
between July 2002 and December 2003 for the purpose of investing in the
preference shares or equity, of collateralized debt obligation issuers whose
collateralized debt obligations, or CDOs, are secured by approximately $1.56
billion (by current fair value) of trust preferred securities of public and
non-public banks and bank holding companies. While performing the
audits of the financial statements of the Trapeza Partnerships for the year
ended December 31, 2007, the independent auditors for the Trapeza Partnerships
concluded that certain additional valuation procedures should have been applied
to the privately issued trust preferred securities held by the CDO issuers based
on the nature of the collateral and an evaluation of credit and market spread
trends and that the unconsolidated equity interests held by certain of
the partnerships should have been valued in accordance with Emerging
Issues Task Force Issue No. 99-20, “Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets” instead of APB No. 18 (collectively, the
"Adjustments"). The application of these procedures resulted in
positive Adjustments of $1.4 million (our company’s share) and negative
Adjustments of $4.6 million (our company’s share), net of tax, as of December
31, 2006 and December 31, 2007, respectively. We will recognize the
Adjustments impacting periods prior to September 30, 2004 by adjusting opening
retained earnings for our fiscal year ended September 30, 2005, and thereafter
will recognize these adjustments in our consolidated statements of income on a
quarterly basis.
The
following is a discussion of the effects of the corrections of these errors on
net income:
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The
impact of these Adjustments on the Company’s net income for the fiscal
year ended September 30, 2005 was an increase in net income of
approximately $2,038,000. The net income reported in the
Company’s Form 10-K for the fiscal year ended September 30, 2005 was
$16,458,000 whereas the restated amount is approximately
$18,496,000.
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The
impact on net income for the three months ended December 31, 2005
which includes $260,000 relating to the cumulative effect of the Company’s
change in accounting principle related to these investments, was a
reduction of net income by approximately $645,000. The net
income as reported in the Company’s Form 10-Q for the quarterly period
ended December 31, 2005 was $7,676,000 whereas the restated amount is
approximately $7,031,000.
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The
impact on net income for the three and six months ended March 31, 2006 was
a reduction of net income by approximately $259,000 and $903,000,
respectively. The net income as reported in the Company’s Form
10-Q for the three and six months ended March 31, 2006 was $5,086,000 and
$12,762,000, respectively, whereas the restated amounts are approximately
$4,827,000 and $11,859,000,
respectively.
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The
impact on net income for the three and nine months ended June 30, 2006 was
a reduction of net income by approximately $936,000 and $1,839,000,
respectively. The net income as reported in the Company’s Form
10-Q for the three and nine months ended June 30, 2006 was $3,000,000 and
$15,762,000, respectively, whereas the restated amounts are approximately
$2,064,000 and $13,923,000,
respectively.
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The
impact of these Adjustments on the Company’s net income for the fiscal
year ended September 30, 2006 was a reduction of net income by
approximately $1,897,000. The net income reported in the
Company’s Form 10-K for the fiscal year ended September 2006 was
$19,870,000 whereas the restated amount is approximately
$17,973,000.
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The
impact on net income for the three months ended December 31, 2006 was an
increase in net income of approximately $136,000. The net
income as reported in the Company’s Form 10-Q for the three months ended
December 31, 2006 was $4,449,000 whereas the restated amount is
approximately $4,585,000.
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The
impact on net income for the three and six months ended March 31, 2007 was
an increase in net income of approximately $457,000 and $593,000,
respectively. The net income as reported in the Company’s Form
10-Q for the three and six months ended March 31, 2007 was $5,383,000 and
$9,832,000, respectively, whereas the restated amounts are approximately
$5,840,000 and $10,425,000,
respectively.
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The
impact on net income for the three and nine months ended June 30, 2007 was
a reduction of net income by approximately $266,000 for the three months
ended June 30, 2007 and an increase in net income of approximately
$327,000 for the nine months ended June 30, 2007. The net
income as reported in the Company’s Form 10-Q for the three and nine
months ended June 30, 2007 was $4,505,000 and $14,337,000, respectively,
whereas the restated amounts are approximately $4,239,000 and $14,664,000,
respectively.
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The
impact of these Adjustments on the Company’s net income for the fiscal
year ended September 30, 2007 was a reduction of net income by
approximately $658,000. The net income reported in the
Company’s Form 10-K for the fiscal year ended September 2007 was
$4,354,000 whereas the restated amount is approximately
$3,696,000.
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The
impact on net loss for the three months ended December 31, 2007 was an
increase in net loss of approximately $4,603,000. The net loss
as reported in the Company’s Form 10-Q for the three months ended December
31, 2007 was $6,374,000 whereas the restated amount is approximately
$10,977,000.
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As a result
of the Adjustments set forth above, the Previously Issued Financial Statements
will be restated in a comprehensive Annual Report on Form 10-K/A for the fiscal
year ended September 30, 2007 and on a Form 10-Q/A for the quarter ended
December 31, 2007. The restated amounts set forth are approximate and
could be subject to further adjustment. The Company does not intend
to amend its Forms 10-Q for periods ending prior to or on September 30, 2007 or
amend Forms 10-K for periods prior to or on September 30, 2006.
The Company
expects to file a Form 12b-25 to request a five day automatic extension with
respect to its quarterly report on Form 10-Q for the quarter ended March 31,
2008 and expects to file a 2007 Form 10-K/A, a December 31, 2007 Form 10-Q/A and
its March 31, 2008 Form 10-Q with the SEC on or before May 19,
2008.
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.
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RESOURCE
AMERICA, INC.
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Date: May
8, 2008
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By: /s/ Steven J.
Kessler
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Name: Steven
J. Kessler
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Title:
Executive Vice President and Chief Financial
Officer
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