zk1618594.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: June 1, 2016
Commission File No.: 000-29992
 
OPTIBASE LTD.
(Translation of registrant’s name into English)

8 Hamanofim Street
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 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: June 1, 2016
 
 
 

 
 
Media Contacts:
Amir Philips, CEO, Optibase Ltd.
011-972-73-7073-700
info@optibase-holdings.com

Investor Relations Contact:
Marybeth Csaby, for Optibase
+1- 917-664-3055
Marybeth.Csaby@gmail.com

OPTIBASE LTD. ANNOUNCES FIRST QUARTER RESULTS
 
HERZLIYA, Israel, June 1, 2016 – Optibase Ltd. (NASDAQ: OBAS) today announced financial results for the first quarter ended March 31, 2016.

Revenues from fixed income real estate totaled $4 million for the quarter ended March 31, 2016, compared to revenues of $3.3 million for the first quarter of 2015.

Net income attributable to Optibase Ltd shareholders for the quarter ended March 31, 2016 was $718,000 or $0.14 per basic and diluted share of which $390,000 attributed to equity share of in income of our investment in Chicago 300 River Holdings purchased on December 2015, compared to a loss of $139,000 or $0.03 per basic and diluted share for the first quarter of 2015. For more information on Chicago 300 River Holdings transaction, please refer to our 6K report filed with the SEC on December 29, 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 March 31, 2016, we had cash and cash equivalents of $24 million, and shareholders' equity of $78.2 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 first quarter results: "We are pleased with our results for the first quarter of 2016 as they reflect a continues stability in our quarter over quarter results and a steady growth compared to the same period in 2015. For the first quarter of 2016, our NOI increased to $3.2 million or by 19% compared to NOI of $2.7 Million for the first quarter of 2015. The increase in NOI is primarily attributed to the increase in rental income from the Edeka supermarkets portfolio purchased during the second and third quarter of 2015. In addition, for the first quarter of 2016, our Recurring FFO increased to $1.9 million, or by 110% compared to Recurring FFO of $921,000 for the first quarter of 2015. The increase in FFO is due primarily to an increase in cash generated from the Edeka supermarkets portfolio and equity share in income of associates, partially offset by increase in financial expenses associated with a long term loan in Miami and bonds issuance transactions. We will continue our efforts to maintain the stability of our portfolio while we look for additional investment opportunities.”

 
 

 
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.
 
 
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OPTIBASE REPORTS/3
 
Reconciliation of GAAP to Non-GAAP (Unaudited) Supplemental Financial Data
 
A reconciliation of operating income to NOI is as follows:
 
   
Three months ended
 
   
March 31
   
March 31
 
   
2016
   
2015
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
           
GAAP Operating income
    1,571     1,064  
               
Adjustments:
             
Real estate depreciation and amortization
    1,051       856  
                 
General and administrative
    597       396  
                 
Other operating costs
    -       364  
                 
       Net Operating income NOI (Non-GAAP)
    3,219       2,680  
 
A reconciliation of net income to FFO and Recurring FFO is as follows:

   
Three months ended
 
   
March 31
   
March 31
 
   
2016
   
2015
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
             
GAAP Net income (loss) attributable to Optibase LTD
    718       (139 )
                 
Adjustments :
               
Real estate depreciation and amortization
    1,051       856  
                 
Pro rata share of real estate depreciation and amortization from unconsolidated associates
    447       135  
                 
Non controlling interests share in the above adjustments
    (283 )     (295 )
                 
Fund from Operation (“FFO”) (Non-GAAP)
    1,933       557  
                 
Other operating costs
    -       364  
                 
Recurring Fund from Operation (“Recurring FFO”)     (Non-GAAP)
    1,933       921  
                 
Amounts in thousands
               

 
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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.
 
 
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OPTIBASE REPORTS/5
 
Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended March 31, 2016

   
Three months ended
 
   
March 31
   
March 31
 
   
2016
   
2015
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
             
Fixed income real estate rent
    4,043       3,305  
Cost and expenses:
               
Cost of real estate operation
    824       625  
Real estate depreciation and amortization
    1,051       856  
General and administrative
    597       396  
Other operating costs
    -       364  
       Total cost and expenses
    2,472       2,241  
Operating income
    1,571       1,064  
                 
Other Income
    229       95  
Financial expenses, net
    (641 )     (349 )
                 
Income before taxes on income
    1,159       810  
Taxes on income
    (392 )     (379 )
Equity share in income (losses) of associates, net
    460       (33 )
                 
Net income
    1,227       398  
                 
Net income attributable to non-controlling interests
    509       537  
Net income (loss) attributable to Optibase LTD
    718       (139 )
                 
Net income (loss) per share :
               
Basic and Diluted
  $ 0.14     $ (0.03 )
                 
Number of shares used in computing earnings losses per share
               
Basic
    5,141       5,133  
Diluted
    5,141       5,133  
                 
Amounts in thousands
               

 
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OPTIBASE REPORTS/6
 
Condensed Consolidated Balance Sheets

   
March 31,
2016
   
December 31,
2015
 
   
Unaudited
   
Audited
 
Assets
           
             
Current Assets:
           
Cash and cash equivalents
    24,001       23,806  
Trade receivables
    389       177  
Other accounts receivables and prepaid expenses
    533       318  
        Total current assets
    24,923       24,301  
                 
Long term investments:
               
Other long term deposits and receivables
    3,675       2,670  
Investments in companies and associates
    21,090       20,663  
Total Long term investments
    24,765       23,333  
                 
Property and other assets, net:
               
Real estate properties, net
    219,723       214,840  
Other assets, net
    427       470  
          Total property and other assets
    220,150       215,310  
                 
Total assets
    269,838       262,944  
                 
Liabilities and shareholders' equity
               
                 
Current Liabilities:
               
Current maturities of long term loans and bonds
    8,708       8,535  
Accounts payable and accrued expenses
    3,249       3,297  
                 
Total liabilities attributed to discontinued operations
    2,109       2,109  
        Total current liabilities
    14,066       13,941  
                 
Long term liabilities:
               
Deferred tax liabilities
    14,517       14,178  
Land lease liability, net
    6,558       6,412  
Other long-term liabilities
    518       264  
Long term loans, net of current maturities
    143,033       140,082  
Long term bonds, net of current maturities
    12,957       12,483  
         Total long term liabilities
    177,583       173,419  
                 
Shareholders’ equity:
               
Shareholders’ equity of Optibase Ltd
    57,331       55,784  
Non-controlling interests
    20,858       19,800  
       Total shareholders' equity
    78,189       75,584  
                 
Total liabilities and shareholders’ equity
    269,838       262,944  
                 
Amounts in thousands
               
 
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