Resource America (REXI) 8-K Completion of Acquisition or Disposition of Assets

PRO FORMA CONSOLIDATED FINANCIAL DATA
(UNAUDITED)

        The following unaudited pro forma consolidated financial data reflects our historical results adjusted on a pro forma basis to give effect to the spin-off of Atlas America, Inc. The unaudited pro forma consolidated balance sheet is prepared as though this transaction occurred as of March 31, 2005. The unaudited pro forma consolidated statement of operations for the year ended September 30, 2004 and the six months ended March 31, 2005 are prepared as though this transaction occurred as of October 1, 2003 and 2004, respectively. The spin-off adjustments are described in the notes to the unaudited pro forma consolidated financial data. The unaudited pro forma consolidated financial data and accompanying notes should be read together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere, or incorporated by reference, in this filing.

        The unaudited pro forma consolidated financial statements presented are for informational purposes only and are based upon available information and assumptions that we believe are reasonable under the circumstances. You should not construe the unaudited pro forma consolidated financial statements as indicative of the combined financial position or results of operations that we would have achieved had the transaction been consummated on the dates assumed. Moreover, they do not purport to represent our financial position or results of operations for any future date or period.

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2005
(in thousands, except share data)
(unaudited)

	Pro Forma		Pro Forma Adjustments				Historical
ASSETS
Current assets:
Cash and cash equivalents	$	37,901	$	(17,061)		(c)	$	54,962
Investments in lease assets		38,405		--				38,405
Accounts receivable and prepaid expenses		13,062		(33,825)		(c)(d)		46,887
Assets held for sale		103,673		--				103,673
Total current assets		193,041		(50,886)				243,927
Investments in real estate loans and real estate		48,524		--				48,524
Property and equipment, net		57,497		(345,515)		(c)		403,012
Other assets, net		55,286		(8,612)		(c)		63,898
Intangible assets, net		166		(6,777)		(c)		6,943
Goodwill, net of accumulated amortization of $4,532		--		(37,470)		(c)		37,470
	$	354,514	$	(449,260)			$	803,774
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	1,088	$	(2,361)		(c)	$	3,449
Secured revolving credit facilities - equipment leasing		30,978		--		(c)		30,978
Accounts payable		8,013		(19,949)		(c)		27,962
Liabilities associated with assets held for sale		73,420		--		(c)		73,420
Accrued liabilities		22,205		(34,524)		(c)		56,729
Liabilities associated with drilling contracts		--		(23,060)		(c)		23,060
Total current liabilities		135,704		(79,894)				215,598
Long-term debt		19,415		(101,621)		(c)		121,036
Deferred revenue and other liabilities		1,646		(9,868)		(c)		11,514
Deferred income taxes		(689)		(23,409)		(c)		22,720
Minority interests		9,924		(148,675)		(c)		158,599
Commitments and contingencies		--		--				--
Stockholders' equity:
Preferred stock $1.00 par value: 1,000,000 authorized      shares; none outstanding		--		--				--
Common stock, $.01 par value: 49,000,000 authorized       shares		256		--				256
Additional paid-in capital		248,817		(2)				248,819
Less treasury stock, at cost		(77,505)		--				(77,505)
Less ESOP loan receivable		(501)		603		(d)		(1,104)
Accumulated other comprehensive loss		1,088		1,686		(c)		(598)
Retained earnings		16,359		(88,080)		(c)		104,439
Total stockholders' equity		188,514		(85,793	)			274,307
	$	354,514	$	(449,260)			$	803,774

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2005
(in thousands, except per share data)
(unaudited)

	Pro Forma			Pro Forma Adjustments				Historical
REVENUES
Energy	$	--		$	(192,748	)	(a)	$	192,748
Real estate		9,179			--				9,179
Equipment leasing		5,975			--				5,975
Structured finance		6,024			--				6,024
		21,178			(192,748	)			213,926
COSTS AND EXPENSES
Energy		--			(146,093	)	(a)		146,093
Real estate		6,937			--				6,937
Equipment leasing		4,807			--				4,807
Structured finance		2,401			--				2,401
General and administrative		3,709			--				3,709
Atlas America, Inc. planned spin-off		--			(378	)	(b)		378
Start-up costs - Resource Capital Corp.		823			--				823
Depreciation, depletion and amortization		1,313			(10,653	)	(a)		11,966
Provision for possible losses		161			--				161
		20,151			(157,124	)			177,275
OPERATING INCOME		1,027			(35,624)				36,651
OTHER INCOME (EXPENSE)
Interest expense		(1,272	)		3,314		(a)		(4,586	)
Minority interest in Atlas Pipeline Partners, L.P.		--			9,720		(a)		(9,720	)
Minority interest in structured finance entities		(743	)		--		(a)		(743	)
Other income, net		3,563			(4,232	)	(a)		7,795
		1,548			8,802				(7,254	)
Income from continuing operations before     income tax and minority interest		2,575			(26,822	)			29,397
Provision for income tax		897			(9,377	)	(a)		10,274
Income from continuing operations before    minority interest		1,678			(17,445	)			19,123
Minority interest in Atlas America, Inc., net of tax		--			3,447		(a)		(3,447	)
Income from continuing operations	$	1,678		$	(13,998	)		$	15,676
Historical earnings from continuing operations    per common share:
Net income per common share - basic								$	0.89
Net income per common share - diluted								$	0.84
Pro Forma earnings from continuing operations    per common share:
Basic	$	0.10
Diluted	$	0.09
Weighted average shares outstanding:
Basic		17,516							17,516
Diluted		18,765							18,765

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2004
(in thousands, except per share data)
(unaudited)

	Pro Forma			Pro Forma Adjustments				Historical
REVENUES
Energy	$	--		$	(180,352	)	(a)	$	180,352
Real estate		18,884			--				18,884
Equipment leasing		8,262			--				8,262
Equity in earnings of structured finance investees		7,343			--				7,343
		34,489			(180,352	)			214,841
COSTS AND EXPENSES
Energy		--			(125,716	)	(a)		125,716
Real estate		15,836			--				15,836
Equipment leasing		6,260			(2,630	)			8,890
Structured finance		2,128			--				2,128
General and administrative		7,062			--				7,062
Atlas America, Inc. planned spin-off		--			(1,723	)	(b)		1,723
Depreciation, depletion and amortization		2,225			(13,343	)	(a)		15,568
Provision for possible losses		641			(1	)	(a)		642
		34,152			(143,413	)			177,565
OPERATING INCOME		337			(36,939	)			37,276
OTHER INCOME (EXPENSE)
Interest expense		(5,007	)		1,609		(a)		(6,616	)
Minority interest in Atlas Pipeline Partners, L.P.		--			4,961		(a)		(4,961	)
Other income, net		9,165			(505	)	(a)		9,670
		4,158			6,065				(1,907	)
Income from continuing operations before income taxes,    minority interest		4,495			(30,874	)			35,369
Provision for income taxes		1,536			(10,489	)			12,025
Income from continuing operations before minority interest		2,959			(20,385	)			23,344
Minority interest in Atlas America, Inc., net of taxes		--			1,881		(a)		(1,881	)
Income from continuing operations	$	2,959		$	(18,504	)		$	21,463
Historical earnings from continuing operations    per common share:
Net income per common share - basic								$	1.23
Net income per common share - diluted								$	1.17
Pro Forma earnings from continuing operations    per common share:
Basic	$	0.17
Diluted	$	0.16
Weighted average shares outstanding:
Basic		17,417							17,417
Diluted		18,309							18,309

See notes to pro forma consolidated financial statements

RESOURCE AMERICA, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

a. Represents the deletion of the financial results of Atlas America, Inc. (“Atlas”), formerly the Company’s Energy segment, which are included in the historical consolidated financial results of Resource America, Inc. (“Resource”).

b. Reflects the reclass to discontinued operations of the costs incurred by Resource in connection with the spin-off of Atlas.

c. Represents the deletion of the net assets of Atlas, which were included in the historical financial results of Resource.

d. Reflects the transfer to Atlas of its proportionate share of the Employee Stock Ownership Plan loan receivable as a result of establishing a separate plan from Resource.