[Resource America, Inc. LOGO]
October 11, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Donald A. Walker, Senior Assistant Chief Accountant
RE: Resource America, Inc.
Form 10-K and Form 10-K/A for the Fiscal Year Ended September 30, 2005
Filed December 14, 2005 and March 27, 2006
File No. 0-4408
Dear Mr. Walker:
We are writing this letter to respond to the comment letter of the
Staff dated September 14, 2006 with respect to the Form 10-K and Form 10-K/A for
Resource America, Inc. (the "Company") for the fiscal year ended September 30,
2005. For your convenience, we have reproduced the Staff's comments in italics
preceding each response.
Form 10-K and Form 10-K/A for the fiscal year ended September 30, 2005
Item 15. Exhibits and Financial Statement Schedules
1. Please provide in your response letter a tabular presentation of each
subsidiary not consolidated and 50 percent or less owned, showing your
calculation of significance in accordance with Rule 1-02(w) of
Regulation S-X, and your determination of whether you are required to
include audited or unaudited financial statements. Refer to guidance
provided by Rule 3-09(a) and (b) of Regulation S-X.
Company response:
We are enclosing Attachment I in response to your request for our
calculation of significance for our subsidiaries and our determination of
the filing requirements.
2. Please file a Form 10-KSB/A on EDGAR with audit reports that include
signatures of the registered public accounting firms who opined on the
financial statements for Trapeza Capital Management, LLC, and Trapeza
Management Group, LLC. Please refer to the guidance in Article
2-02(a)(2) of Regulation S-X.
Company response:
The Company did receive a signed auditor's report prior to the time of
filing. The omission of the signature from the filing was an inadvertent
typographical error, and we have revised the filing to indicate that the
signature had already been provided by the auditor at the time of the
filing.
We have simultaneously filed Amendment No. 2 to the Form 10-K
("Amendment No. 2") in response to the comment letter.
* * *
In addition to providing the above responses to the Staff's comments,
we confirm, in response to the Staff's request, that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing;
and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Thank you for your attention to this matter. If you have any questions
regarding the foregoing responses, please contact the undersigned at (215)
546-5005.
Very truly yours,
/s/ JONATHAN Z. COHEN
---------------------------------------
JONATHAN Z. COHEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RESOURCE AMERICA - SIGNIF SUB TEST ATTACHMENT I
FYE 9/30/05
AMOUNTS IN $000s
Note - the Sept 2005 RAI consolidation includes Trapeza B/S data for as of and
P/L data for the 12 mths ended June 2005 (qtr lag)
Source: RFFM consolidation @ 9/30/05
Total
S-X 210.1-01.2(W) RAI investmt REPORTING
AND 210.3-09 CONSOL TEST SUBSIDIARY Investment Advances & advances TEST RESULTS REQUIREMENT
- ------------------ ------- ----------- ---------- ------------ -------------- ------------- ------------ -----------
1. The
registrant's and
its other
subsidiaries'
investments in and
advances to the
subsidiary exceed
10 percent of the
total assets of
the registrant and
its subsidiaries
consolidated as
of the end of the
most recently
completed fiscal
year; 456,824 10% 45,682 TF 3,147 -- 3,147 N/A N/A
20% 91,365 TF II 2,131 -- 2,131 N/A N/A
50% 228,412 TF III 1,742 -- 1,742 N/A N/A
TF IV 603 -- 603 N/A N/A
TF V 1,007 -- 1,007 N/A N/A
TCM 1,652 -- 1,652 N/A N/A
TMG 180 -- 180 N/A N/A
TPS (4) -- (4) N/A N/A
------ --- ------
10,458 -- 10,458
====== === ======
Consolidated GP Interest in Proportionate
Trapeza Fund Consolidated share of
Assets Entity Assets
------------ -------------- -------------
2. The
registrant's and
its other
subsidiaries'
proportionate
share of the total
assets (after
intercompany
eliminations) of
the subsidiary
exceeds 10 percent
of the total
assets of the
registrant and its
subsidiaries
consolidated as of
the end of the
most recently
completed fiscal
year; or same as 10% 45,682 I TF * 346,107 50% 173,054 EXCEEDS 20% 2 YR F/Ss
above 20% 91,365 II TF II * 731,489 50% 365,744 EXCEEDS 50% 3 YR F/Ss
50% 228,412 III TF III * 416,079 50% 208,040 EXCEEDS 20% 2 YR F/Ss
IV TF IV * 8,730 50% 4,365 N/A N/A
V TF V * 8,172 50% 4,086 N/A N/A
TCM * 6,153 50% 3,076 N/A N/A
TMG * 649 33% 216 N/A N/A
TPS * 20 50% 10 N/A N/A
* - as of 12/31/04 audited financials; good estimate, not significant
fluctuation in balance yr/yr
pretax
income fm
continuing
ops
------------
3. The
registrant's and
its other
subsidiaries'
equity in the
income from
continuing
operations before
income taxes,
extraordinary
items and
cumulative effect
of a change in
accounting
principle of the
subsidiary exceeds
10 percent of such
income of the
registrant and its
subsidiaries
consolidated for
the most recently
completed fiscal
year. 9,884 10% 988 TF I 1,771 EXCEEDS 10% SUMMARY F/N DISCLOSURE
20% 1,977 TF II 1,663 EXCEEDS 10% SUMMARY F/N DISCLOSURE
50% 4,942 TF III 601 N/A N/A
TF IV 218 N/A N/A
TF V 172 N/A N/A
TCM 2,342 EXCEEDS 20% 2 YR AUDITED F/Ss
TMG 1,003 EXCEEDS 10% SUMMARY F/N DISCLOSURE
TPS (10) N/A N/A
-----
7,758
=====