Form 6-K OPTIBASE LTD For: Nov 27

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November 27, 2015 6:05 AM EST
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: November 27, 2015
Commission File No.: 000-29992
 
OPTIBASE LTD.
(Translation of registrant’s name into English)

10 Hasadnaot Street
Herzliya 4672837, 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 x   Form 40-F o
 
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 o   No x
 
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. 
 
 
OPTIBASE LTD.
(the “Registrant”)
  
       
 
By:
/s/ Amir Philips  
   
Amir Philips
  
   
Chief Executive Officer
  
       
Date: November 27, 2015
 
 
 
 
 
Media Contacts:
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

HERZLIYA, Israel, November 27, 2015 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the third quarter ended September 30, 2015.

Revenues from fixed income real estate totaled $4.2 million for the quarter ended September 30, 2015, compared to revenues of $3.5 million for the third quarter of 2014 and revenues of $3.7 million for the second quarters of 2015.

Net income attributable to Optibase Ltd shareholders for the quarter ended September 30, 2015 was $466,000 or $0.09 per basic and diluted share, compared to a net income of $209,000 or $0.04 per basic and diluted share for the third quarter of 2014.

For the nine months ended September 30, 2015, loss attributable to Optibase Ltd shareholders was $1.2 million or $0.23 per basic and diluted share, mainly attributed to acquisition related costs of $2.3 million related to the acquisition of the twenty-seven (27) supermarkets in Bavaria, Germany, compared to a net income of $582,000 or $0.11 per basic and diluted share for the nine months ended September 30, 2014.

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, 2015, we had cash and cash equivalents of $41.2 million, and shareholders' equity of $76.2 million, compared with $22.9 million, and $77.1 million, respectively, as of December 31, 2014.

During the third quarter the Company has successfully completed the acquisition of twenty-seven (27) supermarkets in Bavaria, Germany. For further information please refer to our 6K reports dated December 19, 2014, June 2, 2015 and July 8, 2015.

As of September30, 2015, the portfolio purchase price has been allocated to real estate properties and other assets, net, in accordance with our accounting policies for business combinations. The Company’s net income for the period of nine months ended on September 30, 2015 includes acquisition-related costs of $2.3 million related to the acquisition of the twenty-seven (27) supermarkets in Bavaria, Germany.

During the third quarter of 2015, the Company has successfully completed bonds offering in Israel for a total amount of approximately $15 million. For further information please refer to our 6K reports dated August 10, and August 3, 2015.
 
 In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-03 Reporting debt issuance costs related to a debenture. We have elected to adopt this standard early, effective August 10, 2015, as such, the debt issuance costs reported in the balance sheet as a direct deduction from the gross amount of the debenture.

 
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OPTIBASE REPORTS/2
 
Amir Philips, Chief Executive Officer of Optibase commented on the third quarter results and recent business developments: "During Q3 we had a few significant event of which we are very proud; in July we have completed the purchase of the Edeka supermarkets portfolio in Germany and have embedded its operating results. This was followed up by a refinancing of our Miami portfolio for a total of $15 million and a successful debt offering on TASE (Tel Aviv Stock Exchange) for a total amount of approximately $15 million (ILS 60 million). Both the refinancing and the offering have significantly increased our liquidity and put us in a competitive position towards further expansion of our real estate portfolio. For more information on these recent transactions, please refer to our 6K reports filed with the SEC on July 8, 2015 and August 10, 2015. We are happy with the Company’s performance during the third quarter of 2015.  Our gross income has increased compared to the previous quarter and the same quarter in 2014, as well as our operating and net income. For the period of nine months ending September 30, 2015, we also have an increase in our gross income compared to the same period in 2014, while our operating income have decreased mainly due to other operating expenses attributed to real estate acquisition costs and expenses. The availability of additional funds enhances our ability to approach prospective transactions, and while we are working diligently to embed our initial investment in the German market, we are exploring the markets for additional investment opportunities."

About Optibase
Optibase invests in the fixed-income real estate field and currently holds properties in Switzerland in Germany 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.

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
Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended September 30, 2015

   
Nine months ended
    
Three months ended
  
   
September 30
    
September 30
    
September 30
    
September 30
  
   
2015
    
2014
    
2015
    
2014
  
     $      $      $      $  
   
Unaudited
    
Unaudited
    
Unaudited
    
Unaudited
  
                           
Fixed income real estate rent
     11,186       10,613       4,192       3,476  
Cost and expenses:
                                
Cost of real estate operation
     2,037       2,169       699       775  
Real estate depreciation and amortization
     2,832       2,954       1,060       940  
General and administrative
     1,420       1,655       410       426  
Other operating costs
     2,317       -       152       -  
       Total cost and expenses
     8,606       6,778       2,321       2,141  
Operating income
     2,580       3,835       1,871       1,335  
                                 
Equity share in losses of associates, net
     (59 )     (127 )     (17 )     (52 )
Other Income
     334       299       144       95  
Financial expenses, net
     (1,075 )     (825 )     (477 )     (260 )
Income before taxes on income
     1,780       3,182       1,521       1,118  
Taxes on income
     (1,228 )     (1,084 )     (452 )     (383 )
                                 
Net income
     552       2,098       1,069       735  
                                 
Net income attributable to non-controlling interests
     1,734       1,516       603       526  
Net income (loss) attributable to Optibase LTD
     (1,182 )     582       466       209  
                                 
Net income (loss) per share :
                                
Basic and Diluted
   $ (0.23 )   $ 0.11     $ 0.09     $ 0.04  
                                 
Number of shares used in computing Earnings per share
                                
Basic
     5,133       5,126       5,133       5,127  
Diluted
     5,133       5,132       5,140       5,133  
                                 
Amounts in thousands
                                

 
4
 
 
OPTIBASE REPORTS/4

Condensed Consolidated Balance Sheets

   
September 30,
2015
    
December 31,
2014
  
   
Unaudited
    
Audited
  
Assets
            
             
Current Assets:
            
             
Cash and cash equivalents
     41,229       22,902  
Trade receivables
     186       286  
Other accounts receivables and prepaid expenses
     388       1,396  
       Total current assets
     41,803       24,584  
                 
Long term deposit
     1,055       54  
Investments in companies and associates
     7,722       7,553  
        Long term investments
     8,777       7,607  
                 
Real estate properties and
     219,233       185,204  
Other assets, net
     535       609  
       Total property equipment and other assets
     219,768       185,813  
                 
Total assets
     270,348       218,004  
                 
Liabilities and shareholders' equity
                
                 
Current Liabilities:
                
Short term bank credit
     305       -  
Current maturities of long term loans
     5,437       2,401  
Accounts payable and accrued expenses
     5,855       4,991  
Other short term liabilities
     -       539  
Total liabilities attributed to discontinued operations
     2,139       2,153  
       Total current liabilities
     13,736       10,084  
                 
Long term liabilities:
                
Deferred tax liabilities
     14,494       14,237  
Other long-term liabilities
     209       -  
Land lease liability, net
     6,562       6,528  
Long term debenture
     13,658       -  
Long term loans, net of current maturities
     145,445       110,080  
       Total long term liabilities
     180,368       130,845  
                 
Total shareholders’ equity of Optibase Ltd
     56,577       57,439  
Non-controlling interests
     19,667       19,636  
       Total shareholders' equity
     76,244       77,075  
                 
Total liabilities and shareholders’ equity
     270,348       218,004  
                 
Amounts in thousands
                
 
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