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 23, 2020
Commission File No.: 000-29992
 
OPTIBASE LTD.
(Translation of registrant’s name into English)

8 Hamenofim 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 ☒   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 ☒
 
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 23, 2020
 

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 23, 2020 – Optibase Ltd. (NASDAQ: OBAS) (the "Company") today announces financial results for the first quarter ended March 31, 2020.

Revenues from fixed income real estate totaled $4.1 million for the quarter ended March 31, 2020 compared to revenues of $4.1 million for the first quarter of 2019.

Net Income attributable to Optibase Ltd shareholders for the quarter ended March 31, 2020 was $117,000 or $0.02 per basic and diluted share compared to net loss of $191,000 or $0.04 per basic and diluted share for the first quarter of 2019.

Weighted average shares outstanding used in the calculation for the periods were approximately 5.2 million basic and diluted shares for each period.

As of March 31, 2020, we had cash and cash equivalents of $12.5 million, and shareholders' equity of $73.5 million, compared with $12.6 million, and $71.8 million, respectively, as of December 31, 2019.

The Company further updates that to date, the Company has received almost in full the consideration for the Company's retail portfolio in Germany. The closing of the transaction is still expected to occur by the end of second quarter of 2020.

Amir Philips, Chief Executive Officer of Optibase commented on the first quarter results: "This quarter and given the COVID-19 pandemic we managed maintaining our fixed income real estate of $4.1 million compared to $4.1 million for the first quarter of 2019. This quarter we had a net income of $117,000 compared to net loss of $191,000 for the first quarter of 2019. Our net income is mostly attributed to a tax benefit as a result of a deferred tax liability remeasurement. For the first quarter of 2020, we generated an NOI of $3.4 million compared to $3.4 million for the first quarter of 2019. For the first quarter of 2020, our Recurring FFO showed a moderate increase to $1.5 million compared to Recurring FFO of $1.3 million for the first quarter of 2019. Mr. Philips concluded: “The continued uncertainty and disruption from COVID-19 is still unclear and we will continue our efforts to maintain our basic parameters and our financial stability as we progress through 2020.”

OPTIBASE REPORTS/2

ACCOUNTING AND OTHER DISCLOSURES
 
Non-GAAP 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).
 
Non-GAAP 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 Non-GAAP recurring FFO or 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:

   
Three months ended
 
   
March 31
   
March 31
 
   
2020
   
2019
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
                 
GAAP Operating income
   
1,709
     
1,539
 
                 
Adjustments:
               
Real estate depreciation and amortization
   
871
     
1,078
 
                 
General and administrative
   
800
     
693
 
                 
Non-GAAP Net Operating Income NOI
   
3,380
     
3,310
 
 
A reconciliation of net income to FFO and Recurring FFO is as follows:
   
Three months ended
 
   
March 31
   
March 31
 
   
2020
   
2019
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
                 
GAAP Net income (loss) attributable to Optibase LTD
   
117
     
(191
)
                 
Adjustments :
               
Real estate depreciation and amortization
   
871
     
1,078
 
                 
Pro-rata share of real estate depreciation and amortization from unconsolidated associates
   
827
     
707
 
                 
Non-controlling interests share in the above adjustments
   
(295
)
   
(290
)
                 
Non-GAAP Fund From Operation (FFO)
   
1,520
     
1,304
 
                 
Non-GAAP Recurring Fund From Operation (Recurring FFO)
   
1,520
     
1,304
 
                 
Amounts in thousands
               


OPTIBASE REPORTS/4

About Optibase
Optibase invests in the fixed-income real estate field and currently holds properties and beneficial interest in real-estate assets and projects in Switzerland, Germany, Texas, Philadelphia, PA, Miami, FL, and in Chicago, IL, 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 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 REPORTS/5

Optibase Ltd.
Condensed Consolidated Statement of Operations
For the Period Ended March 31, 2020

   
Three months ended
 
   
March 31
   
March 31
 
   
2020
   
2019
 
   
$
   
$
 
   
Unaudited
   
Unaudited
 
                 
Fixed income real estate rent
   
4,107
     
4,080
 
Cost and expenses:
               
Cost of real estate operation
   
727
     
770
 
Real estate depreciation and amortization
   
871
     
1,078
 
General and administrative
   
800
     
693
 
       Total cost and expenses
   
2,398
     
2,541
 
Operating income
   
1,709
     
1,539
 
                 
Other Income
   
-
     
320
 
Financial expenses, net
   
601
     
705
 
Income before taxes on income
   
1,108
     
1,154
 
Taxes on income (tax benefit)
   
(342
)
   
343
 
Equity share in losses of associates, net
   
407
     
461
 
                 
Net income
   
1,043
     
350
 
                 
Net income attributable to non-controlling interests
   
926
     
541
 
Net income (loss) attributable to Optibase LTD
   
117
     
(191
)
                 
Net income (loss) per share :
               
Basic and Diluted
 
$
0.02
   
$
(0.04
)
                 
Number of shares used in computing earnings losses per share
               
Basic
   
5,186
     
5,186
 
Diluted
   
5,186
     
5,186
 
                 
Amounts in thousands
               


OPTIBASE REPORTS/6

Condensed Consolidated Balance Sheets

   
March 31,
2020
   
December 31,
2019
 
   
$
   
$
 
   
Unaudited
   
Audited
 
Assets
               
                 
Current Assets:
               
Cash and cash equivalents
   
12,519
     
12,564
 
Restricted cash
   
823
     
32
 
Trade receivables, net
   
582
     
536
 
Other accounts receivables and prepaid expenses
   
1,021
     
628
 
Property held for sale
   
31,659
     
29,727
 
Total current assets
   
46,604
     
43,487
 
                 
Long term investments:
               
Other long term deposits and other assets
   
2,465
     
2,678
 
Right-of-use assets
   
345
     
376
 
Investments in companies and associates
   
11,150
     
11,657
 
Total Long term investments
   
13,960
     
14,711
 
                 
Real estate properties, net
   
180,826
     
181,109
 
                 
Total assets
   
241,390
     
239,307
 
                 
Liabilities and shareholders' equity
               
                 
Current Liabilities:
               
Current maturities of long term loans and bonds
   
30,610
     
28,803
 
Other accounts payable and accrued expenses
   
5,926
     
5,170
 
Liabilities attributed to discontinued operations
   
2,061
     
2,061
 
Total current liabilities
   
38,597
     
36,034
 
                 
Long term liabilities:
               
Deferred tax liabilities
   
13,377
     
13,801
 
Land lease liability, net
   
6,172
     
6,110
 
Operating lease liabilities
   
219
     
257
 
Long term loans, net of current maturities
   
106,797
     
108,406
 
Long term bonds, net of current maturities
   
2,768
     
2,845
 
Total long term liabilities
   
129,333
     
131,419
 
                 
Shareholders’ equity:
               
Shareholders’ equity of Optibase Ltd
   
52,222
     
51,844
 
Non-controlling interests
   
21,238
     
20,010
 
Total shareholders' equity
   
73,460
     
71,854
 
                 
Total liabilities and shareholders’ equity
   
241,390
     
239,307
 
                 
Amounts in thousands
               


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