zk1008977.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 November, 2010

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 Third 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.
 
 
 

 
 
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 Financial Officer  
 
Date: November 1, 2010
 
 
 

 
 
Media Contacts:
Amir Philips, CFO, Optibase Ltd.
011-972-73-7143-700
info@optibase-holdings.com

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

HERZLIYA, Israel, November 1, 2010 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the third quarter ended September 30, 2010.

Revenues from fixed income real estate totaled $400,000 for the quarter ended September 30, 2010, compared with $408,000 for the previous quarter. Net income for the quarter ended September 30, 2010 was $5.9 million or $0.37 per basic and diluted share, compared with a net income of $206,000 or $0.02 per basic and diluted share for the second quarter of 2010.

For the period of nine months ended on September 30, 2010, revenues, net income and earnings per basic and diluted share totaled $1.2 million, $5.3 million and $0.38 respectively.

Following the closing of the transaction with Vitec on July 1, 2010, Optibase is no longer active in the video business and such activity is presented in Optibase’s financial reports as discontinued operations activity. The third quarter’s results also include other income of approximately $6.3 million which represents the capital gain from the sale of the video solutions business.

The net loss of Optibase’s discontinued operations for the quarter ended on September 30, 2010 was $157,000 or $0.01 per basic and diluted share, compared with a net loss of $261,000 or $0.02 per basic and diluted share for the second quarter of 2010 and with a net loss of $740,000 or $0.04 per basic and diluted share for the third quarter of 2009. Weighted average shares outstanding used in the calculation for the periods were approximately 16.6 million basic and diluted for the third quarter of 2010 and for the second quarter of 2010, and approximately 16.5 million basic and diluted for the third quarter of 2009.

For the nine months ended September 30, 2010, net loss from discontinued operations was $1 million or $0.06 per basic and diluted share, compared to a net income of $1.2 million or $0.07 per basic and diluted share for the nine months ended September 30, 2009. Weighted average shares outstanding used in the calculation for the periods were approximately 16.6 million basic and diluted and 16.5 million basic and diluted respectively.

As of September 30, 2010, the Company had cash, cash equivalents, and other financial investments, net, of $39 million, and shareholders' equity of $41 million, compared with $31.8 million, and $34.4 million as of June 30, 2010.

Following the closing on July 1, 2010 of the asset purchase transaction between the Company, Optibase Inc., Optibase Technologies Ltd. and Stradis Inc., both subsidiaries of S.A. Vitec, the parties are currently in disagreement with respect to certain issues relating to the agreement and its execution. Optibase rejects any claims made by the other parties to the agreement and is taking all necessary steps to protect its rights.

Commenting on the quarter, CFO of Optibase, Amir Philips, said, “This quarter is the first quarter that we are no longer engaged in the video business and our efforts are focused on our real estate business. We are continuing to look for opportunities and are selective with the deals we are examining. Though we have presented a small operating loss, the EBITDA for the quarter is positive at approximately $35,000 and so is our Funds From Operations ("FFO") from the real estate business. Our primary indicators in 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. He concluded “our goal is to enhance earnings and bring value to our shareholders. We view this as a challenge in the current economic climate and hope to improve in the time to come”.

 
 

 
 
OPTIBASE REPORTS/2
 
About Optibase
Optibase invests in the fixed-income real estate field and currently holds a commercial property in Rumlang, Switzerland 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 September 30, 2010

   
Nine months ended
   
Three months ended
 
   
September 30
   
September 30
   
September 30
   
September 30
 
   
2010
   
2009
   
2010
   
2009
 
    $     $     $     $  
   
Unaudited
   
Unaudited
   
Unaudited
   
Unaudited
 
                                 
Fixed income real estate
    1,204       -       400       -  
                                 
Cost and expenses:
                               
Cost of real estate operation
    41       -       14       -  
Real estate depreciation and amortization
    507       -       180       -  
                                 
General and administrative
    1,089       538       351       184  
       Total cost and expenses
    1,637       538       545       184  
Operating loss
    (433 )     (538 )     (145 )     (184 )
                                 
Other income, net
    6,304       -       6,304       -  
                                 
Financial income (loss), net
    393       551       (70 )     173  
                                 
Net income form continuing operation
    6,264       13       6,089       (11 )
                                 
Net income (loss) from discontinued operation
    (1,003 )     1,174       (157 )     (729 )
                                 
Net income (loss)
    5,261       1,187       5,932       (740 )
                                 
Other comprehensive income
    293       -       542       -  
                                 
Total comprehensive income (loss)
    5,554       1,187       6,474       (740 )
                                 
Net income (loss) per share from continuing operation:
                               
Basic and Diluted
  $ 0.38     $ 0     $ 0.37     $ 0  
                                 
Net income (loss) per share from discontinuing operation:
                               
Basic and Diluted
  $ (0.06 )   $ 0.07     $ (0.01 )   $ (0.04 )
                                 
Net income (loss) per share:
                               
Basic and Diluted
  $ 0.32     $ 0.07     $ 0.36     $ (0.04 )
                                 
Number of shares used in computing
Earning per share
                               
Basic
    16,554       16,531       16,557       16,534  
Diluted
    16,643       16,547       16,646       16,534  
                                 
Amount in thousands except per share data
                               
 
 
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OPTIBASE REPORTS/4
 
Optibase Ltd.
 
Condensed Consolidated Balance Sheets
 
   
September 30,
2010
   
December 31,
2009
 
   
Unaudited
   
Unaudited
 
 
Assets
           
Current Assets:
           
Cash, cash equivalents and short term investments, net
    38,829       28,651  
                 
Other receivables and prepaid expenses
    1,957       4,113  
Assets related to discontinued operation
    -       7,172  
        Total current assets
    40,786       39,936  
                 
Other long term investments
    816       700  
                 
Fixed assets, net
    4       -  
Other assets, net
    566       634  
Property, net
    22,850       22,080  
Total assets
    65,022       63,350  
                 
Liabilities and shareholders' equity
               
Current Liabilities:
               
Current maturities
    385       365  
Trade payables
    251       29  
Accrued expenses and other liabilities
    1,862       1,908  
Liabilities related to discontinued operations
    3,008       7,913  
        Total current liabilities
    5,506       10,215  
                 
Long term liabilities:
               
Long term loans, net of current maturities
    18,587       17,897  
                 
Total shareholders’ equity
    40,929       35,238  
Total liabilities and shareholders’ equity
    65,022       63,350  
                 
Amounts in thousands
               
 
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