Form 6-K OPTIBASE LTD For: Nov 26
FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.�20549
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of�the Securities Exchange Act of 1934
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Date of Report: November 26, 2014
Commission File No.: 000-29992
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OPTIBASE LTD.
(Translation of registrants name into English)
10 Hasadnaot Street
Herzliya 46728, Israel
+972-73-7073700
�(Address of principal executive offices)
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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 �
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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): ____�
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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): ____�
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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.�
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Yes ��No S
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If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ ��
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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.
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Signatures
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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.�
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OPTIBASE LTD.
(the Registrant)
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By: /s/ Amir Philips
Amir Philips
Chief Executive Officer
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Date: November 26, 2014
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Amir Philips, CEO, Optibase Ltd.
011-972-73-7073-700
Investor Relations Contact:
Marybeth Csaby, for Optibase
+1-�917-664-3055
OPTIBASE LTD. ANNOUNCES THIRD QUARTER RESULTS
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HERZLIYA, Israel, November 26, 2014 Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the third quarter ended September 30, 2014.
Revenues from fixed income real estate totaled $3.5 million for the quarter ended September 30, 2014, compared to revenues of $3.4 million for the third quarter of 2013.
Net Income attributable to Optibase Ltd. shareholders for the quarter ended September 30, 2014 was $209,000 or $0.04 per basic and diluted share, compared to a net income of $328,000 or $0.09 per basic and diluted share for the third quarter of 2013.
For the nine months ended September 30, 2014, net income was $582,000 or $0.11 per basic and diluted share, compared to a net income of $1.2 million or $0.32 per basic and diluted share for the nine months ended September 30, 2013.
Weighted average shares outstanding used in the calculation for the periods were approximately 5.1 million basic and diluted shares and 3.8 million basic and diluted shares, respectively.
As of September 30, 2014, we had cash, cash equivalents, restricted cash and other financial investments, net, of $18.3 million, and a total shareholders' equity of $75.6 million, compared with $18.2 million, and $70.2 million, respectively, as of September 30, 2013.
On October 20, 2014, we announced the successful closing of a transaction to sell eleven (11) luxury condominium units located in the Flamingo-South Beach One Condominium in Miami Beach, Florida (the Flamingo), for an aggregated gross price of $6.4 million (the Transaction). The Company expects to record a net gain of approximately $2.8 million resulting from the Transaction. For further details on the Transaction, see the Companys report on Form 6-K as filed with the Securities and Exchange Commission on October 20, 2014.
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. We have elected to adopt this standard early, effective July 1, 2014, as such, the Flamingo units are included in our third quarter consolidated financial statements as property held for sale.
Amir Philips, Chief Executive Officer of Optibase commented on the third quarter results; "We are pleased with this quarter and year to date results as we continue showing stability in our operating results. Furthermore, the recent sale of the Flamingo units provides evidence of our ability to produce accretive returns on our investments.
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OPTIBASE REPORTS/2
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About Optibase
Optibase invests in the fixed-income real estate field and currently holds properties in Switzerland and in Miami, Texas and Philadelphia, 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.
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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.
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OPTIBASE REPORTS/3
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Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended September 30, 2014
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Nine months ended
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Three months ended
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September 30
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September 30
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September 30
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September 30
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� | � |
2014
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� | � |
2013
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� | � |
2014
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2013
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$
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$
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� | � |
$
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$
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� | � |
Unaudited
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� | � |
Unaudited
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� | � |
Unaudited
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� | � |
Unaudited
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� | � | � | � | � | � | � | � | � | � | � | � | � | ||||
Fixed income real estate rent
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� | � | 10,613 | � | � | � | 10,248 | � | � | � | 3,476 | � | � | � | 3,409 | � |
Cost and expenses:
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Cost of real estate operation
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� | � | 2,169 | � | � | � | 1,583 | � | � | � | 775 | � | � | � | 518 | � |
Real estate depreciation and amortization
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� | � | 2,954 | � | � | � | 2,434 | � | � | � | 940 | � | � | � | 837 | � |
General and administrative
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� | � | 1,655 | � | � | � | 1,156 | � | � | � | 426 | � | � | � | 372 | � |
�������Total cost and expenses
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� | � | 6,778 | � | � | � | 5,173 | � | � | � | 2,141 | � | � | � | 1,727 | � |
Operating income
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� | � | 3,835 | � | � | � | 5,075 | � | � | � | 1,335 | � | � | � | 1,682 | � |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Equity share in (losses) earnings of associates, net
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� | � | (127 | ) | � | � | (76 | ) | � | � | (52 | ) | � | � | (31 | ) |
Other Income
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� | � | 299 | � | � | � | 288 | � | � | � | 95 | � | � | � | 95 | � |
Financial expenses, net
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� | � | (825 | ) | � | � | (999 | ) | � | � | (260 | ) | � | � | (653 | ) |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Income before taxes on income
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� | � | 3,182 | � | � | � | 4,288 | � | � | � | 1,118 | � | � | � | 1,093 | � |
Taxes on income
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� | � | (1,084 | ) | � | � | (1,390 | ) | � | � | (383 | ) | � | � | (346 | ) |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net income
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� | � | 2,098 | � | � | � | 2,898 | � | � | � | 735 | � | � | � | 747 | � |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net income attributable to non-controlling interests
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� | � | 1,516 | � | � | � | 1,672 | � | � | � | 526 | � | � | � | 419 | � |
Net income attributable to Optibase LTD
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� | � | 582 | � | � | � | 1,226 | � | � | � | 209 | � | � | � | 328 | � |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Net income per share :
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Basic and Diluted
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� | $ | 0.11 | � | � | $ | 0.32 | � | � | $ | 0.04 | � | � | $ | 0.09 | � |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Number of shares used in computing earnings per share
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� | � | � | � | � | � | � | � | � | � | � | � | � | � | � | � |
Basic
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� | � | 5,126 | � | � | � | 3,822 | � | � | � | 5,127 | � | � | � | 3,822 | � |
Diluted
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� | � | 5,132 | � | � | � | 3,825 | � | � | � | 5,133 | � | � | � | 3,827 | � |
Amounts in thousands
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OPTIBASE REPORTS/4
Condensed Consolidated Balance Sheets
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September 30,
2014
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December 31,
2013
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Unaudited
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Audited
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Assets
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� | � | � | � | � | � | ||
Current Assets:
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� | � | � | � | � | � | ||
Cash and cash equivalents
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� | � | 18,313 | � | � | � | 18,811 | � |
Restricted cash
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� | � | - | � | � | � | 144 | � |
Trade receivables
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� | � | 417 | � | � | � | 279 | � |
Other accounts receivables and prepaid expenses
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� | � | 385 | � | � | � | 138 | � |
Properties held for sale
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� | � | 3,565 | � | � | � | - | � |
Total assets attributed to discontinued operations
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� | � | - | � | � | � | 675 | � |
��������Total current assets
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� | � | 22,680 | � | � | � | 20,047 | � |
� | � | � | � | � | � | � | � | � |
Long term deposit
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� | � | 61 | � | � | � | 61 | � |
Investments in companies and associates
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� | � | 7,612 | � | � | � | 7,738 | � |
Long term investments
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� | � | 7,673 | � | � | � | 7,799 | � |
� | � | � | � | � | � | � | � | � |
Real Estate Property, net
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� | � | 192,934 | � | � | � | 209,761 | � |
Other assets, net
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� | � | 714 | � | � | � | 1,141 | � |
�������Total property equipment and other assets
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� | � | 193,648 | � | � | � | 210,902 | � |
� | � | � | � | � | � | � | � | � |
Total assets
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� | � | 224,001 | � | � | � | 238,748 | � |
� | � | � | � | � | � | � | � | � |
Liabilities and shareholders' equity
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� | � | � | � | � | � | � | � |
Current Liabilities:
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� | � | � | � | � | � | � | � |
Current maturities of long term loans
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� | � | 2,505 | � | � | � | 2,669 | � |
Accounts payable and accrued expenses
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� | � | 5,495 | � | � | � | 5,131 | � |
Other short term liabilities
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� | � | 799 | � | � | � | - | � |
Total liabilities attributed to discontinued operations
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� | � | 2,153 | � | � | � | 2,135 | � |
��������Total current liabilities
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� | � | 10,952 | � | � | � | 9,935 | � |
� | � | � | � | � | � | � | � | � |
Long term liabilities:
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� | � | � | � | � | � | � | � |
Deferred tax liabilities
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� | � | 15,035 | � | � | � | 15,815 | � |
Land lease liability, net
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� | � | 6,838 | � | � | � | 7,374 | � |
Other long term liabilities
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� | � | - | � | � | � | 1,628 | � |
Long term loans, net of current maturities
|
� | � | 115,481 | � | � | � | 125,072 | � |
���������Total long term liabilities
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� | � | 137,354 | � | � | � | 149,889 | � |
� | � | � | � | � | � | � | � | � |
Total shareholders equity of Optibase Ltd
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� | � | 55,808 | � | � | � | 57,063 | � |
Non-controlling interests
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� | � | 19,887 | � | � | � | 21,861 | � |
�������Total shareholders' equity
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� | � | 75,695 | � | � | � | 78,924 | � |
� | � | � | � | � | � | � | � | � |
Total liabilities and shareholders equity
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� | � | 224,001 | � | � | � | 238,748 | � |
� | � | � | � | � | � | � | � | � |
Amounts in thousands
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� | � | � | � | � | � | � | � |
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