SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2009
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G. WILLI-FOOD INTERNATIONAL LTD.
(Translation of registrant's name into English)
4 Nahal Harif St., Yavne, Israel 81106
(Address of principal executive offices)
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Indicate by check mark whether registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
FORM 20-F [X] 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 registrant 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 [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 reference herein is a press release issued
by G. Willi-Food International Ltd. ("Registrant") on May 26, 2009.
This report on Form 6-K shall be deemed to be incorporated by reference in the
Registration Statements on Form F-3 (File No. 333-11848 and 333-138200) of the
Registrant.
SIGNATURES
In accordance with 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.
G. WILLI-FOOD INTERNATIONAL LTD.
Dated: May 26, 2009
By: /s/ Ety Sabach
-----------------------
Ety Sabach
Chief Financial Officer
 |
News |
FOR IMMEDIATE RELEASE
G. WILLI-FOOD REPORTS OPERATING INCOME OF NIS 8.5 MILLION AND
NET INCOME OF NIS 6.8 MILLION FOR THE FIRST QUARTER OF 2009
G. WILLI-FOOD ANTICIPATES 2009 SECOND QUARTER GROSS MARGIN WILL NOT BE AFFECTED
BY PREVIOUSLY ANNOUNCED DECREASE IN GLOBAL PURCHASE PRICES OF FOOD PRODUCTS
YAVNE, ISRAEL - MAY 26, 2009 - G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ: WILC)
(the "COMPANY" or "WILLI-FOOD"), one of Israel's largest food importers and a
single-source supplier of one of the world's most extensive range of quality
kosher food products, today announced its unaudited financial results for 2009
first quarter ended March 31, 2009.
FIRST QUARTER FISCAL 2009 SUMMARY
o 10.2% decrease in sales over first quarter of 2008
o 28.2% decrease in gross profit over first quarter of 2008
o 22.8% gross margin in first quarter of 2009 compared with 28.5% gross
margin in first quarter of 2008
o Operating income of NIS 8.5 million (US $2.0 million) in first quarter
2009
o Income before taxes of NIS 8.5 million (US $2.0 million) in first
quarter of 2009
o Income after taxes of NIS 6.8 million (US $1.6 million) in first
quarter of 2009
o Net income related to Company Shareholders of NIS 6.2 million (US $1.5
million) in first quarter of 2009
Willi-Food's operating divisions include Willi-Food in Israel, majority owned
Gold Frost - a designer, developer and distributor of branded kosher dairy food
products, and its subsidiary - the dairy distributor based in Denmark, the
Company's global kosher trade and export joint venture with the Baron family and
Shamir Salads - an Israeli distributor and manufacturer of Mediterranean style
salads.
Revenues for the first quarter of 2009 decreased 10.2% to NIS 95.6 million
(US$22.8 million) compared to revenues of NIS 106.4 million (US$25.4 million) in
the first quarter of 2008. This decrease was mainly due to the cessation of the
operations of of Laish Israeli - the Company's U.S. subsidiary during July 2008,
as reported by the Company on July 14, 2008.
Gross profit for the first quarter of 2009 decreased by 28.2% to NIS 21.8
million (US$5.2 million) compared to gross profit of NIS 30.4 million (US$7.2
million) in the first quarter of 2008. First quarter gross margin was 22.8%
compared to gross margin of 28.5% for the same period in 2008. As previously
announced by the Company on December 29, 2008, and on March 12, 2009, during the
fourth quarter of 2008, the global purchase prices of food products sharply
decreased, resulting in the sharp decrease in the selling prices of the
Company's products as well. Because the Company's commitments to purchase food
products were based on higher prices from its vendors, the immediate consequence
was a decline in the gross margin in the fourth quarter of 2008 and further
decline in the first quarter of 2009. The company anticipates that its 2009
second quarter results will not be affected by the abovementioned decrease in
global purchase prices of food products, as the Company has completed the sale
of the inventory in the orders from vendors backlog acquired at the higher
prices. The decrease in 2009 first quarter gross margin compared to the gross
margin in the first quarter of 2008 was due to the decrease of global purchase
prices of food products compounded with the strengthening of the U.S. dollar
versus the NIS (a depreciation of more than 11% of the value of the NIS in the
fourth quarter of 2008 and a further 10% depreciation in the first quarter of
2009) and the general effects of the global economic recession.
Willi-Food's operating income for the first quarter of 2009 decreased by 42.6% to NIS 8.5 million (US $2.0 million) compared to NIS 14.8 million (US $3.5 million) reported in the comparable quarter of last year. Selling expenses as a percentage of revenues decreased in the first quarter of 2009 to 8.3% compared to 8.8% in the first quarter of 2008. General and administrative expenses as a percentage of revenue decreased in the first quarter of 2009 to 5.7% from 5.8% in the first quarter of 2008. The decrease in selling and general and administrative expenses is attributed to the actions taken by the Company's management during the first quarter of 2009 to reduce the Company's expenses by, among other things, a temporary 5% decrease in management's salaries. Willi-Food's income before taxes for the first quarter of 2009 decreased by 35.5% to NIS 8.5 million (US $2.0 million) compared to NIS 13.1 million (US $3.1 million) recorded in the first quarter of 2008. Willi Food's net income in the first quarter of 2009 decreased by 30.0% to NIS 6.8 million (US $1.6 million) compared to NIS 9.7 million (US $2.3 million) recorded in the first quarter of 2008. Willi Food's net income related to Company Shareholders in the first quarter of 2009 decreased by 28.1% to NIS 6.2 million (US $1.5 million), or NIS 0.60 (US $0.14) per share compared to NIS 8.6 million (US $2.1 million), or NIS 0.84 (US $0.20) per share, recorded in the first quarter of 2008. Willi-Food ended the quarter with $19.3 million in cash and securities and $4.8 million in short-term debt. Mr. Zwi Williger, President and COO of Willi-Food commented, "We are very pleased with our first quarter 2009 results in the current challenging environment. Willi-Food's first quarter results were affected by the sharp decrease in global purchase prices, the depreciation of the NIS versus the U.S. dollar, the continued environment of uncertainty in the global financial markets, and the recession that began in our home market. Despite the economic situation and the recession that has affected our customers and the global markets, Willi Food has achieved net income of NIS 6.8 million in the first quarter of 2009 - margin of 7.1% of revenues. Willi Food has taken the appropriate measures to position the Company for a stronger fiscal 2009 and we remain focused on maximizing long-term profitability." Mr. Williger concluded, "We continue to work to expand the footprint and brand recognition of Willi-Food globally while diversifying our product base in order to hedge against any single event impacting our results. We are looking for improved Willi-Food's results in 2009 as compared to our 2008 results." SHAMIR SALADS The Company announced that, on May 14, 2009 it had received a notice from the minority shareholders of Shamir Salads (the "SELLERS"), with whom the Company had entered into a January 2, 2008 agreement to purchase approximately 51% of the shares of Shamir Salads (the "SHAMIR AGREEMENT"), cancelling the Shamir Agreement due to an alleged violation of the Agreement by the Company. In addition, on May 18, 2009, the Sellers notified the Company that the board of directors and the shareholders of Shamir Salads had convened without the Company's board and shareholder representatives and resolved to cancel the Shamir Agreement, change Shamir Salads' board composition and signatory rights, and replace the articles of association of Shamir Salads depriving the Company of its board representation and signatory rights in Shamir Salads.
The Company's position is that the Seller's actions referred to above are
illegal, violate the Shamir Agreement and Shamir Salads' articles of association
and were not properly authorized by Shamir Salads. The Company believes that the
actions taken by the Sellers are in response to the claim by the Company that
the Sellers return a portion of the advance payment made by the Company to the
selling shareholders in connection the acquisition of shares in Shamir. The
Company has claimed that the Sellers made false representations to the Company
as to the 2008 financial results of Shamir, inflating the amount of the advance
payment made by the Company, and the Sellers have not responded to this claim.
The Company has submitted an urgent application to the district court in Tel
Aviv requesting, among other things, a declaratory judgement that the Shamir
Agreement is in full force and effect and various injunctions against the
Sellers. The court held a hearing on the case on May 25, 2009, and the Company
is awaiting the court's decision.
ABOUT G. WILLI-FOOD INTERNATIONAL, LTD.
G. Willi-Food International Ltd. is one of Israel's largest food importers and a
single-source supplier of one of the world's most extensive ranges of quality
kosher food products. It currently imports, markets and distributes more than
2,500 food products manufactured by some 120 top-tier suppliers throughout the
world to more than 1,500 customers. Willi-Food excels in identifying changing
tastes in its markets and sourcing high-quality kosher products to address them.
The Company also operates several subsidiaries: its subsidiary, Gold Frost Ltd.,
develops and distributes kosher chilled and frozen dairy food products
internationally together with its Danish dairy distributor subsidiary; the joint
venture with the Baron Family engages in the global import, export and
distribution of kosher products worldwide; and Shamir Salads is a leading
international manufacturer and distributor of pre-packaged chilled Mediterranean
dips and spreads. For more information, please visit the Company's website at
http://www.willi-food.co.il.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
RELATING TO FUTURE EVENTS OR OUR FUTURE PERFORMANCE, SUCH AS STATEMENTS
REGARDING TRENDS, DEMAND FOR OUR PRODUCTS AND EXPECTED REVENUES, OPERATING
RESULTS, AND EARNINGS. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS
OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED IN THOSE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS
INCLUDE BUT ARE NOT LIMITED TO: CHANGES AFFECTING CURRENCY EXCHANGE RATES,
INCLUDING THE NIS/U.S. DOLLAR EXCHANGE RATE, PAYMENT DEFAULT BY ANY OF OUR MAJOR
CLIENTS, THE LOSS OF ONE OF MORE OF OUR KEY PERSONNEL, CHANGES IN LAWS AND
REGULATIONS, INCLUDING THOSE RELATING TO THE FOOD DISTRIBUTION INDUSTRY, AND
INABILITY TO MEET AND MAINTAIN REGULATORY QUALIFICATIONS AND APPROVALS FOR OUR
PRODUCTS, TERMINATION OF ARRANGEMENTS WITH OUR SUPPLIERS, IN PARTICULAR ARLA
FOODS, LOSS OF ONE OR MORE OF OUR PRINCIPAL CLIENTS ,INCREASE OR DECREASE IN
GLOBAL PURCHASE PRICES OF FOOD PRODUCTS, INCREASING LEVELS OF COMPETITION IN
ISRAEL AND OTHER MARKETS IN WHICH WE DO BUSINESS, CHANGES IN ECONOMIC CONDITIONS
IN ISRAEL, INCLUDING IN PARTICULAR ECONOMIC CONDITIONS IN THE COMPANY'S CORE
MARKETS, OUR INABILITY TO ACCURATELY PREDICT CONSUMPTION OF OUR PRODUCTS AND
RISKS ASSOCIATED WITH PRODUCT LIABILITY CLAIMS. WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. THE MATTERS DISCUSSED
IN THIS PRESS RELEASE ALSO INVOLVE RISKS AND UNCERTAINTIES SUMMARIZED UNDER THE
HEADING "RISK FACTORS" IN THE COMPANY'S ANNUAL REPORT ON FORM 20-F FOR THE YEAR
ENDED DECEMBER 31, 2007, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE FACTORS ARE UPDATED FROM TIME TO TIME THROUGH THE FILING OF REPORTS AND
REGISTRATION STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. WE DO NOT
ASSUME ANY OBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION CONTAINED IN
THIS PRESS RELEASE.
NOTE A: CONVENIENCE TRANSLATION TO DOLLARS
The convenience translation of New Israeli Shekels (NIS) into U.S. dollars was
made at the rate of exchange prevailing on March 31, 2009, U.S. $1.00 equals NIS
4.188. The translation was made solely for the convenience of the reader.
NOTE B: IFRS
The Company's consolidated financial results for the three-month ended March 31,
2009 are presented in accordance with International Financial Reporting
Standards ("IFRS").
COMPANY CONTACT:
G. WILLI FOOD INTERNATIONAL LTD.
Ety Sabach, CFO
(+972) 8-932-1000
ety@willi-food.co.il
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH DECEMBER MARCH DECEMBER
31, 31, 31, 31,
------- ------- ------- -------
2 0 0 9 2 0 0 8 2 0 0 9 2 0 0 8
------- ------- ------- -------
NIS US DOLLARS (*)
--------------------- ---------------------
(IN THOUSANDS)
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ASSETS
CURRENT ASSETS
Cash and cash equivalents 68,563 78,749 16,371 18,804
Financial assets carried at fair value through
profit or loss 12,240 9,367 2,923 2,237
Trade receivables 93,423 79,599 22,307 19,006
Other receivables and prepaid expenses 2,304 3,987 550 952
Current tax assets 752 2,456 180 586
Inventories 34,493 34,417 8,236 8,218
------- ------- ------- -------
TOTAL CURRENT ASSETS 211,775 208,575 50,567 49,803
------- ------- ------- -------
NON-CURRENT ASSETS
Property, plant and equipment 56,185 55,574 13,416 13,270
Less -Accumulated depreciation 14,083 13,467 3,363 3,216
------- ------- ------- -------
42,102 42,107 10,053 10,054
------- ------- ------- -------
Prepaid expenses 12,421 12,539 2,966 2,994
Goodwill 3,829 3,829 914 914
Intangible assets 5,077 5,181 1,212 1,237
Deferred taxes 407 1,111 97 265
------- ------- ------- -------
Total non-current assets 63,836 64,767 15,242 15,464
======= ======= ======= =======
275,611 273,342 65,809 65,267
======= ======= ======= =======
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Short-term bank credit 20,052 17,562 4,788 4,193
Trade payables 46,544 53,728 11,114 12,829
Accruals 5,159 6,197 1,232 1,480
Current tax liabilities 1,601 1,050 382 251
Other payables and accrued expenses 5,083 4,971 1,213 1,187
Employees Benefits 2,886 2,544 689 607
------- ------- ------- -------
TOTAL CURRENT LIABILITIES 81,325 86,052 19,418 20,547
------- ------- ------- -------
NON-CURRENT LIABILITIES
Long-term bank loans 252 267 60 64
Deferred taxes 512 442 122 105
Warrants to issue shares - 5 - 1
Employees Benefits 1,039 994 248 237
------- ------- ------- -------
TOTAL NON-CURRENT LIABILITIES 1,803 1,708 430 407
------- ------- ------- -------
SHAREHOLDERS' EQUITY
Share capital NIS 0.10 par value
(authorized - 50,000,000 shares, issued
and outstanding - 10,267,893 shares 1,113 1,113 266 266
Premium 59,056 59,056 14,101 14,101
Capital fund 247 247 59 59
Foreign currency translation reserve 204 369 49 88
Retained earnings 117,623 111,447 28,086 26,611
Noncontrolling interest 14,240 13,350 3,400 3,188
------- ------- ------- -------
192,483 185,582 45,961 44,313
======= ======= ======= =======
275,611 273,342 65,809 65,267
======= ======= ======= =======
(*)Convenience translation into U.S. dollars
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31 MARCH 31
----------------------------- -----------------------------
2 0 0 9 2 0 0 8 2 0 0 9 2 0 0 8
----------- ----------- ----------- -----------
NIS US DOLLARS (*)
----------------------------- -----------------------------
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)
------------------------------------------------------------------
Sales 95,570 106,445 22,820 25,417
Cost of sales 73,781 76,094 17,617 18,170
----------- ----------- ----------- -----------
GROSS PROFIT 21,789 30,351 5,203 7,247
----------- ----------- ----------- -----------
Selling expenses 7,965 9,396 1,902 2,244
General and administrative
expenses 5,424 6,149 1,295 1,468
Other Income 95 - 23 -
----------- ----------- ----------- -----------
Total operating expenses 13,294 15,545 3,174 3,712
----------- ----------- ----------- -----------
OPERATING INCOME 8,495 14,806 2,029 3,535
Financial income 672 (743) 160 (177)
Financial expense 715 967 171 231
----------- ----------- ----------- -----------
Income before taxes
on income 8,452 13,096 2,018 3,127
Taxes on income 1,694 3,438 404 821
----------- ----------- ----------- -----------
INCOME AFTER TAXES
ON INCOME 6,758 9,658 1,614 2,306
=========== =========== =========== ===========
RELATED TO:
Company Shareholders' 6,176 8,595 1,475 2,052
Minority interest 582 1,063 139 254
----------- ----------- ----------- -----------
NET INCOME 6,758 9,658 1,614 2,306
=========== =========== =========== ===========
Earnings per share data:
Earnings per share:
Basic 0.60 0.84 0.14 0.20
=========== =========== =========== ===========
Diluted 0.60 0.84 0.14 0.20
=========== =========== =========== ===========
Shares used in computing
basic and diluted earnings
per ordinary share: 10,267,893 10,267,893 10,267,893 10,267,893
=========== =========== =========== ===========
(*) Convenience translation into U.S. dollars