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

 

 

OPTIBASE LTD.

(Translation of registrant’s name into English)

Herzliya 4672559, 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 third 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. 

 

 

Date: November 30, 2016

 

 

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OPTIBASE LTD. ANNOUNCES THIRD QUARTER RESULTS

HERZLIYA, Israel, November 30, 2016 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the third quarter ended September 30, 2016.

Revenues from fixed income real estate totaled $4.1 million for the quarter ended September 30, 2016, compared to revenues of $4.2 million for the third quarter of 2015.

Net income attributable to Optibase Ltd shareholders for the quarter ended September 30, 2016 was $116,000 or $0.02 per basic and diluted share compared to net income of $466,000 or $0.09 per basic and diluted share for the third quarter of 2015.

For the nine months ended September 30, 2016, revenues totaled $12.3 million, compared with $11.2 million for the nine months ended September 30, 2015. Net income attributable to Optibase Ltd Shareholders for the period was $1.8 million or $0.34 per basic and diluted share, compared to a net loss of $1.2 million or $0.23 per basic and diluted share for the nine months ended September 30, 2015.

 

Weighted average shares outstanding used in the calculation for the periods were approximately 5.1 million basic and diluted shares for each period.

As of September 30, 2016, we had cash and cash equivalents of $19.5 million, and shareholders' equity of $77.8 million, compared with $23.8 million, and $75.6 million, respectively, as of December 31, 2015.

 

Amir Philips, Chief Executive Officer of Optibase commented on the third quarter results: "This quarter and year to date results are in line with the stability of our operations over recent periods. For the period of nine months ended September 30, 2016 we generated NOI of $10 million and Recurring FFO of $5.3 million representing a 9% increase and a 50% increase respectively, over the same period in 2015. The increase in Recurring FFO is primarily due to the contribution of the supermarkets portfolio in Bavaria, Germany who’s purchase was completed during the third quarter of 2015 and to the decrease in the acquisition-related costs incurred in 2015 related to this acquisition. For the third quarter of 2016, our NOI decreased to $3.4 million or by 3% and our Recurring FFO decreased to $1.3 million, or by 13% compared to the third quarter of 2015. The decrease in Recurring FFO is primarily due to an increase in financial expenses related to bonds offering in Israel issued on August 2015.” Mr. Philips concluded: “We will continue our work to maintain this stability as we progress through 2016 and go into 2017.”

OPTIBASE REPORTS/2

 

ACCOUNTING AND OTHER DISCLOSURES

 

Net Operating Income, or NOI, is a non-GAAP financial measure. The most directly comparable GAAP financial measure is operating income, which, to calculate NOI, is adjusted to add back real estate depreciation, and amortization, general and administrative expenses and other operation expenses less gain on sale of operating properties. We use NOI internally as a performance measure and believe that NOI (when combined with the primary GAAP presentations) provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense item that are incurred at the property level.

We consider the NOI to be an appropriate supplemental non-GAAP measure to operating income because it assists management, and thereby investors, to understand the core property operations prior to depreciation and amortization expenses and general and administrative costs. In addition, because prospective buyers of real estate have different overhead structures, with varying marginal impact to overhead by acquiring real estate, we consider the NOI to be a useful measure for determining the value of a real estate asset or groups of assets.

 

The metric NOI should only be considered as supplemental to the metric operating income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. NOI should also not be used as a supplement to, or substitute for, cash flow from operating activities (computed in accordance with generally accepted accounting principles in the United States).

 

Funds from operation, or FFO, is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net income, which, to calculate FFO, is adjusted to add back depreciation and amortization and after adjustments for unconsolidated associates. We make certain adjustments to FFO, which it refers to as recurring FFO, to account for items we do not believe are representative of ongoing operating results, including transaction costs associated with acquisitions. We use FFO internally as a performance measure and we believe FFO (when combined with the primary GAAP presentations) is a useful, supplemental measure of our operating performance as it’s a recognized metric used extensively by the real estate industry. We also believe that Recurring FFO is a useful, supplemental measure of our core operating performance. The company believes that financial analysts, investors and shareholders are better served by the presentation of operating results generated from its FFO and Recurring FFO measures.

 

We consider the FFO and Recurring FFO to be an appropriate supplemental non-GAAP measure to operating income because it assists management, and thereby investors, in analyzing our operating performance.

 

The metric’s FFO and Recurring FFO should only be considered as supplemental to the metric net income as a measure of our performance. FFO (i) does not represent cash flow from operations as defined by GAAP, (ii) is not indicative of cash available to fund all cash flow needs, including the ability to make distributions, (iii) is not an alternative to cash flow as a measure of liquidity, and (iv) should not be considered as an alternative to net income (which is determined in accordance with GAAP) for purposes of evaluating our operating performance.

 

 

OPTIBASE REPORTS/3

 

Reconciliation of GAAP to Non-GAAP (Unaudited) Supplemental Financial Data

 

A reconciliation of operating income to NOI is as follows:

 

		Nine months ended								Three months ended
		September 30				September 30				September 30				September 30
		2016				2015				2016				2015
		$				$				$				$
		Unaudited				Unaudited				Unaudited				Unaudited
GAAP Operating income			5,048				2,580				1,762				1,871
Adjustments:
Real estate depreciation and amortization			3,199				2,832				1,070				1,060
General and administrative			1,745				1,420				542				410
Other operating costs			-				2,317				-				152
Net Operating Income NOI (Non-GAAP)			9,992				9,149				3,374				3,493

 

A reconciliation of net income to FFO and Recurring FFO is as follows:

 

Amounts in thousands

OPTIBASE REPORTS/4

 

About Optibase

Optibase invests in the fixed-income real estate field and currently holds properties in Switzerland in Germany and in Miami, Texas, Philadelphia and Chicago, 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 press 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.

Optibase Ltd.

Condensed Consolidated Statement of Operations

 

Amounts in thousands

 

OPTIBASE REPORTS/6