GAZIT AMERICA ANNOUNCES ITS 2010 THIRD QUARTER RESULTS

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, Nov. 9 /CNW/ - Gazit America Inc. ("Gazit America" or the "Company") (TSX: GAA) announced today financial and operating results for the three and nine months ended September 30, 2010. Highlights include:

• Cash from operating activities of $0.4 million for the third quarter.
• Net loss of $1.6 million or $0.12 per share for the third quarter.
• Completion of the rights offering and private placement with gross proceeds of $13.45 million (net proceeds of $12.9 million).

"Our third quarter results were in-line with our expectations", said Gail Mifsud, CEO of Gazit America.  "We have been busy strengthening our management team with a few key hires.  We are beginning to see a respectable pipeline of acquisitions and are optimistic about our future growth. During the third quarter, we completed our rights offering and were delighted by the continued sponsorship of our largest investor, Gazit-Globe Ltd (TASE: GLOB), which owns and manages approximately $14 billion in assets," added Ms. Mifsud.

FINANCIAL HIGHLIGHTS

Gazit America reported third quarter rental revenues and net operating income of $1.1 million and $0.5 million, respectively. Dividends from the Company's investment in Equity One, Inc. totaled $3.2 million (US$3.1 million or US$0.22 per share) in the quarter ended September 30, 2010.  Equity One (NYSE: EQY) is a U.S. real estate investment trust with interests in 189 properties comprising approximately 19.5 million square feet and US$2.6 billion in assets.

Equity income in the third quarter was $1.7 million compared to equity income of $2.8 million in the third quarter of 2009 due mainly to Equity One reporting lower net income in 2010 and foreign exchange differences.  Equity income is a non-cash earnings measure and is generated from the Company's ownership interest in Equity One.  

Net loss for the third quarter of 2010 was $1.6 million or $0.12 per share compared to net income of $1.3 million or $0.12 per share in the third quarter of 2009.  The 2010 results were impacted by lower equity income from Equity One and by $1.3 million in unrealized mark-to-market interest rate losses. 

INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")

The Canadian Accounting Standards Board has mandated that all publicly accountable profit-oriented enterprises adopt IFRS, which replaces Canadian GAAP, for interim and annual periods beginning on or after January 1, 2011.  The Company will prepare its financial statements in accordance with IFRS for periods beginning in 2011 with comparative information for 2010 also presented under IFRS.

The Company continues to evaluate and quantify the effect of the adoption of IFRS on its consolidated financial statements, and currently expects an opening retained earnings increase as of January 1, 2011 in excess of $30 million, primarily related to the accounting for its investment in Equity One.

Financial statements and management's discussion and analysis for the three and nine months ended September 30, 2010 will be filed on SEDAR at www.sedar.com and available through our website at www.gazitamerica.com. 

OTHER HIGHLIGHTS

In September 2010, the Company completed its rights offering for 2,569,575 units of the Company valued at $5.00 per unit.  Each unit consisted of one common share and one common share purchase warrant.  Each warrant entitles the holder to purchase one common share at a price of $6.00 per share up to November 30, 2013, and at $7.00 per share thereafter.  The warrants expire on November 30, 2015.  Concurrent with the closing of the rights offering, a private placement of units to two senior officers was completed for 120,000 units, each at a price of $5.00 per unit and the terms of the units and warrants issued in the private placement were identical to those issued in the rights offering except that the two senior officers have agreed to hold the common shares and warrants for a period of one year from the closing date and retain at least one-half of the common shares and warrants until at least the second anniversary of the closing.  At the completion of the rights offering and private placement of units, a total of 2,689,575 common shares and 2,689,575 warrants were issued for gross proceeds of approximately $13.45 million. 

ABOUT GAZIT AMERICA (TSX: GAA)

Gazit America is focused on entrepreneurial real estate investments including the acquisition and development of income-producing properties, investments in public and private real estate entities, investments in joint ventures and other structured acquisitions and investments in commercial and residential mortgage-backed securities.  Gazit America currently owns approximately 15.4% of Equity One, Inc. (NYSE: EQY), a U.S. real estate investment trust, and three properties comprised of six medical office buildings totalling approximately 164,000 square feet of rentable space located in Cambridge, London and Ottawa, Ontario.

****

FORWARD LOOKING STATEMENT ADVISORY

This press release contains forward-looking statements, and other statements concerning Gazit America's objectives and strategies and Management's beliefs, plans, estimates and intentions. Forward-looking statements can generally be identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "outlook", "objective", "may", "will", "should", "continue" and similar expressions. The forward-looking statements are not historical facts but reflect the Company's current expectations regarding future results or events and are based on information currently available to Management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.

Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Company's current Management's Discussion and Analysis.

Factors that could cause actual results or events to differ materially from those expressed, implied or projected by forward-looking statements in addition to those described in the "Risks and Uncertainties" section include, but are not limited to, general economic conditions, the relative illiquidity of real property, unexpected costs or liabilities related to acquisitions, environmental matters, legal matters, reliance on key personnel, financial difficulties and defaults, changes in interest rates and credit spreads, changes in the U.S.-Canadian foreign currency exchange rate, changes in operating costs, the Company's ability to obtain insurance coverage at a reasonable cost and the availability of financing.

Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Gazit America undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. 

These forward-looking statements are made as of November 9, 2010.

NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES

Net Operating Income

Net operating income ("NOI") is defined as rental revenues less property operating expenses. In Management's opinion, net operating income is useful in analyzing the operating performance of the Company's portfolio. Net operating income is not a measure defined by Canadian Generally Accepted Accounting Principles ("GAAP") and there is no standard definition of net operating income. As a result, net operating income may not be comparable with similar measures presented by other entities. Net operating income is not to be construed as an alternative to net income or cash flow from operating activities determined in accordance with GAAP.

GAZIT AMERICA INC.

Consolidated Balance Sheets
(thousands of dollars)

(unaudited)
			September 30 2010		December 31 2009
ASSETS
Rental properties			$27,569		$15,867
Intangible assets			2,984		1,364
			30,553		17,231
Investment in Equity One, Inc.			191,750		192,806
Cash and cash equivalents			13,652		3,891
Receivables and other assets			4,920		1,908
			$240,875		$215,836
LIABILITIES
Term loans, credit facilities and mortgages			$117,519		$107,049
Advances from affiliated entities			37,198		38,736
Accounts payable and other liabilities			10,596		6,191
Intangible liabilities			150		90
Future income tax liability			12,080		9,852
			177,543		161,918
SHAREHOLDERS' EQUITY			63,332		53,918
			$240,875		$215,836

GAZIT AMERICA INC.

Consolidated Satements of (Loss) Earnings
(thousands of dollars, except per share amounts)
(unaudited)

			Three months ended September 30				Nine months ended September 30
			2010		2009		2010		2009
REVENUES
Rental revenues			$1,052		$334		$2,945		$334
Interest and other income			40		8		76		14
			1,092		342		3,021		348
EXPENSES
Property operating expenses			556		180		1,530		180
Interest expense			2,444		2,139		6,968		5,192
General and administrative expenses			1,040		302		3,340		700
			4,040		2,621		11,838		6,072
Equity income from Equity One, Inc.			1,660		2,829		5,278		10,228
Dilution (loss) gain on investment in Equity One, Inc.			(132)		-		4,364		(676)
			1,528		2,829		9,642		9,552
(Loss) income before the undernoted			(1,420)		550		825		3,828
Amortization			(373)		(190)		(1,013)		(230)
Unrealized loss on interest rate swaps			(1,292)		-		(3,636)		-
Unrealized gain on foreign exchange			1,268		1,382		801		2,208
(Loss) income before income taxes			(1,817)		1,742		(3,023)		5,806
Income taxes
Current			388		171		1,174		2,135
Future			(624)		227		435		227
			(236)		398		1,609		2,362
Net (loss) income			($1,581)		$1,344		($4,632)		$3,444
(Loss) earnings per common share, basic and diluted			($0.12)		$0.12		($0.36)		$0.35

GAZIT AMERICA INC.
Consolidated Statements of Cash Flow
(thousands of dollars)
(unaudited)
				Three months ended September 30				Nine months ended September 30
				2010		2009		2010		2009
Operating Activities
Net (loss) income				($1,581)		$1,344		($4,632)		$3,444
Items not affecting cash:
	Amortization			373		190		1,013		230
	Non-cash interest expense			30		90		95		240
	Dividends received from Equity One, Inc.			3,222		4,583		9,650		14,824
	Equity income from Equity One, Inc.			(1,660)		(2,829)		(5,278)		(10,228)
	Dilution loss (gain) on investment in Equity One, Inc.			132		-		(4,364)		676
	Future income taxes (recovery)			(624)		227		435		227
	Unrealized gain on foreign exchange translation			(1,268)		(1,382)		(801)		(2,208)
	Unrealized loss on interest rate swaps			1,292		-		3,636		-
	Non-cash compensation expense			446		-		1,000		-
	Net change in non-cash operating items			-		(899)		513		(438)
Cash provided by operating activities				362		1,324		1,267		6,767
Investing Activities
Acquisition of rental property, net of mortgage assumed and cash acquired				(390)		227		(4,023)		227
Capital expenditures				(169)		(13)		(187)		(13)
Tenant improvements				(103)		-		(103)		-
Investment in common shares of Equity One, Inc.				-		-		(1,882)		-
Investments in marketable securities				(208)		-		(2,131)		-
Cash provided by (used in) investing activities				(870)		214		(8,326)		214
Financing Activities
Proceeds from issuance of common shares, net of issue costs				8,698		-		8,698		-
Proceeds from issuance of warrants				4,169		-		4,169		-
Proceeds from credit facilities, net				693		-		11,612		-
Repayment of term loans, credit facilities and mortgages				(3,880)		3,693		(7,396)		(30,869)
(Payments to) receipts from affiliated entities, net				-		(3,929)		(778)		25,397
Cash provided by (used in) financing activities				9,680		(236)		16,305		(5,472)
Effect of currency rate movement on cash balances				62		(387)		515		(631)
Increase in cash				9,234		915		9,761		878
Cash, beginning of period				4,418		5,183		3,891		5,220
Cash, end of period				$13,652		$6,098		$13,652		$6,098
SUPPLEMENTARY INFORMATION
Income taxes paid				$    -		$9		$22		$1,374
Interest paid				$2,372		$635		$7,655		$3,256

For further information:

regarding Gazit America:

Gail Mifsud, C.E.O.
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel:  [phone]
Fax: [phone]
[email protected]

www.gazitamerica.com