zk1211524.htm


FORM 6-K
  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
Date of Report: May 21, 2012
 
Commission File No.: 000-29992
 
OPTIBASE LTD.
(Translation of registrant’s name into English)

10 Hasadnaot Street
Herzliya 46728, Israel
+972-73-7073700
 (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 S Form 40-F £
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ 
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. 
 
Yes £ No S
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________   
 
Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled “Optibase Ltd. announces first quarter results”.
 
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.
(the “Registrant”)
 
By: /s/ Amir Philips
——————————————
Amir Philips
Chief Executive Officer
 
Date: May 21, 2012
 
 
 

 
 
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, May 21, 2012 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the first quarter ended March 31, 2012.

Revenues from fixed income real estate totaled $3.5 million for the quarter ended March 31, 2012, compared to revenues of $1.4 million for the first quarter of 2011 and $3.4 million for the fourth quarter of 2011.

Net income for the first quarter ended March 31, 2012 was $904,000 or $0.05 per basic and diluted share, compared to a net income of $1.3 million or $0.08 per basic and diluted share for the first quarter of 2011 and to a net loss of $213,000 or $0.01 per basic and diluted for the fourth quarter of 2011.

The net income for the first quarter of 2011, includes gain on bargain purchase of $4.2 million related to the acquisition of Centre des Technologies Nouvelles (CTN) office building complex in Geneva, Switzerland on March 2, 2011

Weighted average shares outstanding used in the calculation for the periods were approximately 19.1 million basic and diluted shares, 16.6 million basic and diluted shares and 19.1 million basic and diluted shares respectively.
 
As of March 31, 2012, we had cash, cash equivalents, restricted cash and other financial investments, net, of $25.8 million, and shareholders' equity of $64.6 million, compared with $23.1 million, and $61.3 million, respectively, as of December 31, 2011.
 
Commenting on the first quarter results, Mr. Amir Philips CEO of Optibase said; “We are over all pleased with our first quarter results. Our income have increased significantly compared to Q1 2011 and have remained stable compared to the previous quarter. We kept our operating expenses at the same level as in the previous quarter and managed to generate operating income compared with an operating loss on Q1 2011. Due to the fluctuation of the Swiss France against the USD, we have recorded financial income this quarter, compared to financial expenses in the previous quarter as well as in Q1 2011. Depending on the fluctuation of the Swiss Franc against the USD, our financial income, net may continue to fluctuate in the quarters to come”. Mr. Philips concluded “Aside from the fluctuation in our financial income, net, we expect our operating results and other fundamentals to remain stable while we continue to look for additional attractive real estate investment opportunities”.
 
 
 
 

 
 
OPTIBASE REPORTS/2
 
About Optibase
Optibase invests in the fixed-income real estate field and currently holds properties in Switzerland and Miami, FL, USA 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, 2012
 
   
Three months ended
 
   
March 31
   
March 31
 
   
2012
   
2011
 
   
Unaudited $
   
Unaudited $
 
             
Fixed income real estate rent
    3,487       1,365  
                 
Cost and expenses:
               
Cost of real estate operation
    487       309  
Real estate depreciation and amortization
    663       316  
General and administrative
    424       1,366  
       Total cost and expenses
    1,574       1,991  
Operating income (loss )
    1,913       (626 )
                 
Gain on bargain purchase
    -       4,194  
Financial income (expenses), net
    284       (448 )
                 
Income before taxes on income
    2,197       3,120  
                 
Taxes on income
    (533 )     (27 )
                 
Net income from continuing operations
    1,664       3,093  
                 
Net loss from discontinued operations
    (37 )     (90 )
                 
Net income
    1,627       3,003  
                 
Net income attributable to non-controlling interests
    723       1,741  
                 
Net income attributable to Optibase LTD
    904       1,262  
                 
Net earnings per share from continuing operations:
               
Basic and diluted
  $ 0.05     $ 0.08  
                 
Net loss per share from discontinued operation:
               
Basic and diluted
  $ (0.00 )   $ (0.01 )
                 
Net earnings per share:
               
Basic and diluted
  $ 0.05     $ 0.08  
                 
Number of shares used in computing
Earnings (loss) per share
               
Basic
    19,081       16,567  
Diluted
    19,093       16,643  
                 
Amounts in thousands
               

 
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OPTIBASE REPORTS/4
 
Condensed Consolidated Balance Sheets

   
March 31,
2012
   
December 31,
2011
 
    Unaudited    
Audited
 
Assets
           
Current Assets:
           
Cash and cash equivalents
    25,672       22,945  
Restricted cash
    135       131  
                 
Trade receivables
    770       732  
Other accounts receivables and prepaid expenses
    397       1,260  
Assets related to discontinued operations
    969       969  
        Total current assets
    27,943       26,037  
                 
Long term investments
    161       156  
                 
Equipment, net
    6       7  
                 
Other assets, net
    1,534       1,512  
Real Estate Property, net
    199,173       192,173  
       Total property equipment and other assets
    200,713       193,692  
                 
Total assets
    228,817       219,885  
                 
Liabilities and shareholders' equity
               
Current Liabilities:
               
Current maturities of long term loans
    2,635       2,529  
Trade payables
    27       27  
Accrued expenses and other liabilities
    4,416       4,130  
Liabilities related to discontinued operations
    3,024       2,990  
        Total current liabilities
    10,102       9,676  
                 
Long term liabilities:
               
Deferred tax liabilities
    15,352       14,608  
Land lease liability, net liabilities
    7,454       7,175  
Other long term liabilities
    3,231       3,559  
Long term loans, net of current maturities
    128,102       123,606  
         Total long term liabilities
    154,139       148,948  
                 
Total shareholders’ equity of Optibase Ltd
    47,002       45,099  
Non-controlling interests
    17,574       16,162  
       Total shareholders' equity
    64,576       61,261  
                 
Total liabilities and shareholders’ equity
    228,817       219,885  
                 
Amounts in thousands
               

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