zk1110043.htm


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of June, 2011
 
Commission File Number 000-29992

OPTIBASE LTD.
 (Translation of registrant's name into English)

2 Gav Yam Center, 7  Shenkar Street, Herzliya 46120, Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
 
 
 

 

 
Attached hereto and incorporated by reference herein is a is a press release issued by the Registrant and entitled
"Optibase Ltd. announces first quarter results".
 
This report is hereby incorporated by reference to the Registration Statements on Form S-8 (File Nos. 333-10840;333-12814;333-13186;333-91650;333-122128;333-137644;333-139688; 333-148774) of the Company.
 
 
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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, thereunto duly authorized.

 
OPTIBASE LTD.
 
(Registrant)
 
       
 
By:
/s/ Amir Philips  
    Name: Amir Philips  
    Title:   Chief Executive Officer  
 
Date: June 15, 2011

 
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Media Contacts:
Amir Philips, CEO, Optibase Ltd.
011-972-73-7073-700
info@optibase-holdings.com

Investor Relations Contact:
Marybeth Csaby, KCSA for Optibase
+1-212-896-1236
mcsaby@kcsa.com
 
OPTIBASE LTD. ANNOUNCES FIRST QUARTER RESULTS

HERZLIYA, Israel, June 15, 2011 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the first quarter ended March 31, 2011.

Revenues from fixed income real estate totaled $1.4 million for the quarter ended March 31, 2011, compared with $396,000 for the first quarter of 2010 and $447,000 for the fourth quarter of 2010.
 
        Net income for first quarter ended March 31, 2011 was $1.3 million or $0.08 per basic and diluted share, compared with a net loss of $672,000 or $0.04 per basic and diluted share for the first quarter of 2010 and with a net loss of $806,000 or $0.05 per basic and diluted for the fourth quarter of 2010

Weighted average shares outstanding used in the calculation for the periods were approximately 16.6 million basic and diluted.

On March 2, 2011, we completed through our subsidiary, the acquisition of an office building complex in Geneva, Switzerland known as Center des Technologies Nouvelles ("CTN"). The transaction was based on a property value of CHF 126.5 million. The acquisition was undertaken by OPCTN S.A. a Luxembourg subsidiary of the company owned 51% by Optibase and 49% by the Phoenix Group. OPCTN undertook the transaction by acquiring all of the ownership interest in the property owner Eldista GmbH, a Swiss company. For further details please see our announcement dated March 3, 2011

The results for the first quarter of 2011 include a one-time other income of $4.2 million which is based on a preliminary purchase price allocation study, deriving from negative goodwill, and $909,000 of transaction costs. The negative goodwill is a result of the excess of the purchased asset fair value over the total consideration paid.

As of March 31, 2011, we had cash, cash equivalents, and other financial investments, net, of $10.4 million, and shareholders' equity of $66.1 million, compared with $30.3 million, and $40.1 million, respectively, as of December 31, 2010.

Commenting on the quarter, CEO of Optibase, Amir Philips, said, “We are pleased with our first quarter operating results. During the quarter, we continued executing on our strategy of diversifying and upgrading the quality of our real estate portfolio by completing the acquisition of CTN and joining forces with one of Israel’s leading insurance companies. During the first quarter our EBITDA and FFO from our existing portfolio kept stable. The results of our operations for the first quarter include only one month of the CTN results as the transaction took place on the last month of the quarter which also include approximately $909,000 transaction costs and, thus, will be better reflected in our second quarter results. Our primary indicators for our real estate operations are FFO and Earnings Before Interest, Taxes, Amortization and Depreciation ("EBITDA")”. FFO is a supplemental non-GAAP financial measure used by the real estate industry to measure the operating performance of real estate companies. FFO should not be considered as a substitute for net income determined in accordance with U.S. GAAP as a measure of financial performance. Amir concluded “we are continuously exploring acquisition opportunities while focusing our efforts in the target markets in which we believe we can bring our added value into play".
 
 
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OPTIBASE REPORTS/ 2
 
About Optibase
Optibase invests in the fixed-income real estate field and currently holds properties in Switzerland and Miami, FL, and is currently looking for additional real estate investment opportunities. Optibase was previously engaged in the field of digital video technologies until the sale of its video solutions business to Optibase Technologies Ltd., a wholly owned subsidiary of VITEC Multimedia ("Vitec") in July 2010. For further information, please visit www.optibase-holdings.com.

This press release contains forward-looking statements concerning our marketing and operations plans.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management's current expectations which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, difficulties in finding suitable real-estate properties for investment, availability of financing for the acquisition of real-estate, difficulties in leasing of real-estate properties, insolvency of tenants, difficulties in the disposition of real-estate projects, risk relating to collaborative arrangements with our partners relating to our real-estate properties, risks relating to the full consummation of the transaction for the sale of our video solutions business, general economic conditions and other risk factors.  For a more detailed discussion of these and other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase's most recent annual report on Form 20-F.  The Company does not undertake any obligation to update forward-looking statements made herein.
 
 
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OPTIBASE REPORTS/ 3
 
Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended March 31, 2011

   
Three months ended
 
   
March 31
   
March 31
 
   
2011
   
2010
 
    $     $  
   
Unaudited
   
Unaudited
 
Fixed income real estate
    1,365       396  
                 
Cost and expenses:
               
Cost of real estate operation
    283       14  
Real estate depreciation and amortization
    316       165  
                 
General and administrative
    1,366       380  
       Total cost and expenses
    1,965       559  
Operating loss
    (600 )     (163 )
                 
Other Income, net
    4,194       -  
Financial income (loss), net
    (448 )     85  
                 
Income (loss) before taxes on income
    3,146       (78 )
                 
Taxes on income
    (53 )     (8 )
                 
Net income (loss) from continuing operation
    3,093       (86 )
                 
Net loss from discontinued operation
    (90 )     (586 )
                 
Net income (loss)
    3,003       (672 )
                 
Net Income attributable to noncontrolling interests
    1,741       -  
                 
Net income (loss) attributable to Optibase LTD
    1,262       (672 )
                 
Net income (loss) per share from continuing operation:
               
Basic and Diluted
  $ 0.08     $ (0.01 )
                 
Net loss per share from discontinued operation:
               
Basic and Diluted
  $ (0.01 )   $ (0.04 )
                 
Net income (loss) per share:
               
Basic and Diluted
  $ 0.08     $ (0.04 )
                 
Number of shares used in computing Earning per share:
               
Basic
    16,567       16,550  
Diluted
    16,643      
16,550
 
                 
Amount in thousands
               
 
 
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OPTIBASE REPORTS/ 4
 
Condensed Consolidated Balance Sheets

   
March 31,
2011
   
December 31,
2010
 
   
Unaudited
   
Audited
 
 
Assets
           
Current Assets:
           
Cash, cash equivalents and short term investments, net
    10,361       30,260  
                 
Trade receivables net of bad debts
    1,707       -  
Other receivables and prepaid expenses
    1,483       334  
Assets related to discontinued operation
    963       966  
        Total current assets
    14,514       31,560  
                 
Other long term investments
    270       257  
                 
Fixed assets, net
    4       4  
Other assets, net
    1,699       552  
Property, net
    194,890       32,353  
       Total property equipment and other assets
    196,593       32,909  
                 
Total assets
    211,377       64,726  
                 
Liabilities and shareholders' equity
               
Current Liabilities:
               
Current maturities
    3,663       400  
Trade payables
    243       31  
Accrued expenses and other liabilities
   
7,391
      1,708  
Liabilities related to discontinued operations
    3,097       3,006  
        Total current liabilities
    14,394       5,145  
                 
Long term liabilities:
               
Long term other liabilities
    7,371       -  
Deferred tax liabilities
    14,163       -  
Long term loans, net of current maturities
    109,346       19,189  
         Total long term liabilities
    130,880       19,189  
                 
Total shareholders’ equity of Optibase Ltd
    42,241       40,392  
Noncontrolling interests
    23,862       -  
       Total shareholders' equity
    66,103       40,392  
                 
Total liabilities and shareholders’ equity
    211,377       64,726  
                 
Amounts in thousands
               

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