-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RB/T5NUMwor0TmND7FtGSIAV4CWOU2CVpeF4QTcWJvJ/gu06Vx00y3lgusNyrjy5 ESgM+mbXFeQmsXNRw4sMDg== 0001157523-03-001612.txt : 20030505 0001157523-03-001612.hdr.sgml : 20030505 20030505080428 ACCESSION NUMBER: 0001157523-03-001612 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030501 FILED AS OF DATE: 20030505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTIBASE LTD CENTRAL INDEX KEY: 0001077618 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29992 FILM NUMBER: 03680980 BUSINESS ADDRESS: STREET 1: P O BOX 2170 CITY: HERZLIYA ISRAEL STATE: L3 ZIP: H6120 BUSINESS PHONE: 97299709288 6-K 1 a4387945.txt OPTIBASE 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2003 Optibase Ltd. 2 Gav Yam Center 7 Shenkar St P.O.Box , 2170 Herzliya 46120 Israel 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 _______ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ______ No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A Exhibit Index Exhibit Number Description of Document 99.1 Press Release describing First Quarter 2003 Results 2 SIGNATURE Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all the requirements for filing on Form 6-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Optibase Ltd. (Registrant) By: /s/ Zvi Halperin ---------------- Name: Zvi Halperin Title: President and Chief Financial Officer Date: May 1, 2003 3 EX-99 3 a4387945ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Optibase, Ltd. Reports First Quarter 2003 Results; Company Shows Pro-Forma Profitability and Continued Revenue Growth HERZLIYA, Israel--(BUSINESS WIRE)--May 5, 2003--Optibase, Ltd. (Nasdaq:OBAS), a leader in digital streaming solutions over broadband networks, today announced first quarter results for the period ending March 31, 2003. Revenues for the first quarter of 2003 were $4.4 million, compared with $7 million in the same period a year ago and with $4.3 in the fourth quarter of 2002. Pro-forma net income for the first quarter, excluding the effects of acquisition-related costs, stock options charges, impairment of another long term investment and equity in loss of affiliate (the "Cost and Charges"), was $390,000, or $0.03 per diluted share, based on 12.52 million weighted average shares outstanding, compared with a pro-forma net income of $126,000, or $0.01 per diluted share, based on 12.09 million weighted average shares outstanding, for the first quarter of 2002. Sequentially, pro-forma net income, excluding the effects of the "Cost and Charges," increased approximately $550,000 from a net loss of $(160,000), or $(0.01) per diluted share. As of March 31, 2003, based on updated information and revised internal estimates, the company has decided to adjust downward the value of its long-term investment by $1.36 million. In addition, the company posted a gain of $126,000 relating to the recovery of previously recognized expenses for stock options that will not vest. Actual net loss for the first quarter, including the effects of the "Cost and Charges", was $(1.05) million, or $(0.08) per basic and diluted share, compared with a net loss of $(821,000), or $(0.07) per basic and diluted share, for the first quarter of 2002. As of March 31, 2003, the Company had cash, cash equivalents and other financial investments net, of $43.3 million, and stockholders' equity of $47.6 million. Commenting on the first quarter results, Zvi Halperin, President and Chief Financial Officer, said, "For nearly two years we have focused on reducing our costs, marketing and selling our products and returning to profitability. While we continue to operate in a difficult environment where capital expenditure is slow and uncertainty prevails, we are pleased to report that Optibase achieved a pro-forma profit in the first quarter of 2003. Although still showing a loss on an operating basis, our financial income offset this loss and we continue to work diligently to progress toward operational profitability. In addition, since the third quarter of 2002, Optibase has seen its revenues continue to increase on a sequential basis. We are hopeful that this trend of increasing revenues and profitability will continue. "The first quarter can be characterized by market recognition. We have been awarded with three different awards this quarter: Best Government solution for the MGW 2000, awarded by the American Government Technology Conference, Best Hardware Streaming appliance for the MGW 2000, awarded by Streaming Magazine and Best Streaming Media appliance for the MGW 2400 awarded by Networking Computing Magazine. We take great pride in these accomplishments and are encouraged that we will see increased adoption of our products over the course of the year." He added, "We are optimistic about the MGW 5100, which is currently being installed in the first two customer sites since its launch. Upon completion of the installation process, we will begin to recognize higher revenues from the product. We have aligned ourselves with several partners who have expressed their interest and support for the product, strengthening our belief that the MGW 5100 will become a premier carrier-grade streaming platform. "In addition, we have begun to receive orders for our recently released Windows Media streaming server, the MGW 2400. This demonstrates Optibase's progress, both in the enterprise and residential markets. We continue to work with Microsoft to further penetrate these markets with this offering. "Lastly, alongside our sales and marketing activities, our Research and Development department continues to actively enhance our other product lines. Our acclaimed MovieMaker encoders have been enriched with high-end features, strengthening our competitive position at each price point." Mr. Halperin concluded, "The marketplace remains uncertain and 2003 will be another challenging year for Optibase. However, given our sound financial position, current product successes as well as increased level of sales and marketing activities planned for the year, we hope to continue to expand our customer base into the video over IP market, grow our revenues and remain profitable." Conference Call: Optibase has scheduled a conference call for 09:00 a.m., Monday, May 5, 2003, to discuss the first quarter results. Interested parties may access the conference call over the Internet via, www.kcsa.com. To listen to the live call, please go to the KCSA Web site at least 15 minutes early to register, download and install any necessary audio software. About Optibase Optibase, Ltd. (Nasdaq:OBAS) provides high-quality, cost-effective products that enable the preparation and delivery of MPEG-based digital media over broadband networks. Optibase has created a breadth of product offerings used in applications, such as: video-on-demand; real-time video streaming; digital video archiving; distance learning; and business television. Headquartered in Israel, Optibase operates through its fully-owned subsidiary in Mountain View, California and offices in Austria, France, Japan and China. Optibase products are marketed in over 40 countries through a combination of direct sales, independent distributors, system integrators and OEM partners. For further information, please visit www.optibase.com. This news release contains forward-looking statements concerning our marketing and operations plans. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the evolving market for digital video, competition, our ability to manage growth and expansion, 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 news release, please refer to Optibase's Registration Statement on Form F-1 filed with the United States Securities and Exchange Commission. This release and prior releases are available on the Company's Web site at www.optibase.com. This release and prior releases are also available on the KCSA Public Relations Worldwide Web site at www.kcsa.com. Optibase Ltd. Pro Forma Condensed Consolidated Statement of Operations For the First Quarter Ended March 31, 2003 (Excluding various costs and charges as described below) March 31 March 31 2003 2002 $ $ Unaudited Unaudited ----------- ----------- Revenues 4,357 7,005 Gross profit 2,428 3,955 Operating expenses: Research and development, net 1,360 1,865 Selling, general and administrative, net 2,442 2,394 Total operating expenses 3,802 4,259 Operating loss (1,374) (304) Financial income, net 1,764 430 Net income 390 126 Net income per share: Net EPS - base on diluted shares $0.03 $0.01 Number of shares used in computing earnings per diluted share 12,521 12,087 Amount in thousands, except per share data The above pro forma amounts have been adjusted to exclude the following items: Amortization and Impairment of goodwill and other acquisition-related charges - 497 Stock option charges (126) 450 Impairment of other long term investment 1,364 - Equity in loss of affiliate 200 - Net effect of pro forma adjustments 1,438 947 Optibase Ltd. Condensed Consolidated Statement of Operations For the First Quarter Ended March 31, 2003 March 31 March 31 2003 2002 $ $ Unaudited Unaudited ------------ ----------- Revenues 4,357 7,005 Gross profit 2,428 3,657 Operating expenses: Research and development, net 1,276 2,486 Selling, general and administrative, net 2,400 2,422 Total operating expenses 3,676 4,908 Operating loss (1,248) (1,251) Impairment of other long term investment 1,364 - Financial income, net 1,764 430 Net (loss) before equity in loss of affiliate (848) (821) Equity in loss of affiliate 200 - Net (loss) (1,048) (821) Other comprehensive income - -------------------------- Unrealized holding losses on available for sale securities (641) (100) Total comprehensive income (1689) (921) Net (loss) per share: Basic and diluted ($0.08) ($0.07) Number of shares used in computing earning per share (basic and diluted) 12,350 12,087 Amount in thousands, except per share data Optibase Ltd. Condensed Consolidated Balance Sheets March 31 December 31 2003 2002 $ $ Unaudited Audited ----------- ------------ Assets - ------ Current Assets: Cash, cash equivalents and short term investments, net 43,347 45,320 Trade receivables net of bad debts 2,326 2,650 Inventories 4,269 4,237 Other receivables and prepaid expenses 1,588 1,577 Total current assets 51,530 53,784 Long term investments in marketable securities and bank deposits - - Other long term investments 3,201 3,531 3,201 3,531 Fixed assets, net 1,904 2,173 Other assets, net 200 220 Total assets 56,835 59,708 Liabilities and shareholders' equity - ------------------------------------ Current Liabilities: Current Maturities 86 129 Trade payables 1,834 2,064 Accrued expenses and other liabilities 5,573 6,360 Total current liabilities 7,493 8,553 Accrued severance pay 1,711 1,646 Long-Term lease 10 14 Total shareholders' equity 47,621 49,495 Total liabilities and shareholders' equity 56,835 59,708 Amounts in thousands You may register to receive Optibase's future press releases or to download a complete Digital Investor Kit(TM) including press releases, regulatory filings and corporate materials by clicking on the "Digital Investor Kit(TM)" icon at www.kcsa.com. CONTACT: Optibase, Ltd. Yael Paz, 011-972-9-9709-255 or KCSA Public Relations Worldwide Jeff Corbin/Lee Roth, 212/896-1214 / 212/896-1209 jcorbin@kcsa.com, lroth@kcsa.com -----END PRIVACY-ENHANCED MESSAGE-----