Edgar Filing: G WILLI FOOD INTERNATIONAL LTD

zk1415015.htm

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 - 2014

G. WILLI-FOOD INTERNATIONAL LTD.

(Translation of registrant's name into English)

4 Nahal Harif St., Yavne, Israel 81106

(Address of principal executive offices)

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 o

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): o

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): o

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 o 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 28, 2014.

This report on Form 6-K is hereby 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 28, 2014
	By:	/s/ Raviv Segal
		Name: Raviv Segal
		Title: Chief Financial Officer

FOR IMMEDIATE RELEASE

G. WILLI-FOOD REPORTS Q1 2014 SALES UP 4.9% FROM Q1 2013

Net Income of US$ 2 million in Q1 2014

YAVNE, Israel - May 28, 2014 - G. Willi-Food International Ltd. (NASDAQ: WILC) (the “Company” or “Willi-Food”), a global company that specializes in the development, marketing and international distribution of kosher foods, today announced its unaudited financial results for the first quarter ended March 31, 2013.

First Quarter Fiscal 2014 Highlights

Sales increased 4.9% from first quarter of 2013 to NIS 95.0 million (US$ 27.2 million)

Gross profit increased 0.1% from first quarter of 2013 to NIS 21.4 million (US$ 6.1 million), or 22.5% of sales

Operating income decreased 30.0% from first quarter of 2013 to NIS 6.4 million (US$ 1.8 million), or 6.8% of sales

Net income decreased 13.9% from first quarter of 2013 to NIS 7.1 million (US$ 2.0 million), or 7.5% of sales

Earning per share of NIS 0.55 (US$ 0.16) compared to earning per share of NIS 0.64 (US$ 0.18) in the first quarter of 2013

Cash and securities balance (net of short-term bank debt) of NIS 198.8 million (US$ 57.0 million) as of March 31, 2014

Willi-Food’s operating divisions include Willi-Food, a distributor of a broad variety of kosher foods, and its wholly-owned Gold Frost, a designer, developer and distributor of branded kosher innovative dairy food products.

First Quarter Fiscal 2013 Summary

Sales for the first quarter of 2014 increased by 4.9% to NIS 95.0 million (US$ 27.2 million) from NIS 90.6 million (US$ 26.0 million) recorded in the first quarter of 2013. Sales increased in the first quarter of 2014 primarily due to our increased marketing efforts and sales activities combined with the growing demand from domestic and international customers for our quality kosher products.

Gross profit for the first quarter of 2014 increased by 0.1% to NIS 21.4 million (US$ 6.1 million) compared to NIS 21.4 million (US$ 6.1 million) recorded in the first quarter of 2013. First quarter gross margin was 22.5% compared to gross margin of 23.6% for the same period in 2013. The decrease in gross margin in the first quarter of 2014 was primarily due to reductions in the prices of certain of our products as a result of continued pressure from our customers to reduce prices and an increase in global prices of food products. The Company expects the decline in its gross margins to continue in the second and third quarters of 2014 compared to 2013 second and third quarter's gross margins. To the extent that customer pressure to reduce prices continues, or global and local prices of food products continue to increase, the Company's gross margins may be impacted beyond the third quarter of 2014.

Willi-Food’s operating income for the first quarter of 2013 decreased by 30.0% to NIS 6.4 million (US$ 1.8 million) compared to NIS 9.2 million (US$ 2.6 million) recorded in the first quarter of 2013 due to the price pressure referred to above. Selling expenses increased by 33.5% from the comparable quarter of 2013, primarily due to an increase in promotion expenses as well as vehicle and transport expenses. Selling expenses as a percentage of sales increased in the first quarter of 2014 to 10.6% compared to 8.3% in the first quarter of 2013. General and administrative expenses increased by 8.3% from the first quarter of 2013, primarily due to an expense of NIS 0.5 million (US$ 0.14 million) related to options granted to the Company's Chairman, President and CEO on November 2013. General and administrative expenses as a percentage of sales increased in the first quarter of 2013 to 5.3% from 5.2% in the first quarter of 2013.

Willi-Food’s income before taxes for the first quarter of 2014 decreased by 10.6% to NIS 9.8 million (US$ 2.8 million) compared to NIS 10.9 million (US$ 3.1 million) recorded in the first quarter of 2013.

Willi-Food's net income in the first quarter of 2014 decreased by 13.9% to NIS 7.1 million (US$ 2.0 million), or NIS 0.55 (US$ 0.16) per share, from NIS 8.2 million (US$ 2.4 million), or NIS 0.64 (US$ 0.18) per share, recorded in the first quarter of 2013.

Willi-Food ended the first quarter of 2014 with NIS 198.8 million (US$ 57.0 million) in cash and securities net from short-term debt. Willi-Food's shareholders' equity at the end of March 2014 was NIS 373.5 million (US$ 107.1 million).

Business Outlook

Mr. Zwi Williger, Chairman of Willi-Food commented, “First quarter results were affected by the sharp decline of consumption by the Israeli consumer that although didn’t reduced the number of visits to stores, sharply decreased the consumer's consumption basket. Although we achieved organic sales growth of 5% - the highest quarterly sales in the Company’s history, our profit margins declined. Going forward, we are facing an increase in the level of uncertainty in the local economy. On May 18, 2014 the Israeli Central Bureau of Statistics announced that the Private Consumption Expenditure per Capita in the first quarter of 2014 decreased by 4% compared to the fourth quarter of 2013 after decreasing by 1% in the fourth quarter of 2013 compared to the third quarter of 2013. The economic uncertainty, coupled with changes in the Israeli market and ongoing consumer demand for price reductions, will probably negatively affect our results in near future. Saying that, we expect that we will not meet our budget for the second and third quarter of 2014."

Mr. Williger continued, “In light of the anticipated continued recession and decreasing Private Consumption as well as continuing price pressure from consumers, our foreseeable challenges ahead will be in managing our expenses, and in particular the cost of our products, in order to accommodate our consumers' continued desire to acquire lower cost products. We hope that in these difficult times we will be able to maintain our customer base both in the retail and in the wholesale markets.”

Mr. Williger concluded, "We believe that this period presents an opportunity for us to utilize cash on hand to purchase synergetic companies at prices lower than before. We continue to look for opportunities to create additional value for our shareholders.”

Conference Call

The Company will host a conference call and live webcast on May 28, 2014 to discuss the financial results beginning at 11:00 AM Eastern Time. Interested parties may participate on the call by dialing 1-877-941-1427 (US), or 1-480-629-9664 (International), approximately 10 minutes prior to the scheduled start time. Participants may also access a live listen only webcast at:

http://public.viavid.com/index.php?id=109380

Following the conclusion of the call, a telephonic replay will be available for 14 days beginning at 2:00 PM Eastern Time on May 28, 2014 through 11:59 PM Eastern Time on June 11, 2014 and may be accessed by dialing 1-877-870-5176 (US), or 1-858-384-5517 (International), using access code 4685109. In addition, an archived webcast will be available for one year at:

http://public.viavid.com/reports/eventparticipantreporttab.php?id=o5arop%2BX

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, 2014, U.S. $1.00 equals NIS 3.487. 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, 2014 are presented in accordance with International Financial Reporting Standards (“IFRS”).

ABOUT G. WILLI-FOOD INTERNATIONAL LTD.

G. Willi-Food International Ltd. (http://www.willi-food.com) is an Israeli-based company specializing in high-quality, great-tasting kosher food products. Willi-Food is engaged directly and through its subsidiaries in the design, import, marketing and distribution of over 600 food products worldwide. As one of Israel's leading food importers, Willi-Food markets and sells its food products to over 1,500 customers in Israel and around the world including large retail and private supermarket chains, wholesalers and institutional consumers. The company's operating divisions include Willi-Food in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and distributes branded kosher, dairy-food products.

FORWARD LOOKING STATEMENT

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 sales, 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: monetary risks including changes in marketable securities or changes in currency exchange rates- especially 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 changes in consumer preferences, our inability to protect our intellectual property rights, our inability to successfully integrate our recent acquisitions, insurance coverage not sufficient enough to cover losses of product liability claims 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, 2013, filed with the Securities and Exchange Commission on April 30, 2014. 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.

{FINANCIAL TABLES TO FOLLOW}

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,			March 31,			December 31,
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS						US dollars (*)
	(in thousands)
ASSETS

Current assets
Cash and cash equivalents		53,380			36,197			15,308			10,381
Financial assets carried at fair value through profit or loss		148,036			112,864			42,454			32,367
Trade receivables		105,565			82,932			30,274			23,783
Other receivables and prepaid expenses		3,695			2,694			1,060			773
Inventories		53,500			54,001			15,343			15,486
Loan carried at fair value through profit or loss		-			65,300			-			18,727
Total current assets		364,176			353,988			104,439			101,517

Non-current assets
Property, plant and equipment		67,193			66,663			19,270			19,118
Less -Accumulated depreciation		25,837			25,689			7,410			7,367
		41,356			40,974			11,860			11,751

Other receivables and prepaid expenses		29			50			8			14
Goodwill		36			36			10			10
Total non-current assets		41,421			41,060			11,878			11,775

		405,597			395,048			116,317			113,292

EQUITY AND LIABILITIES

Current liabilities
Short-term bank debt		2,644			18			758			5
Trade payables		21,747			20,245			6,237			5,806
Employees Benefits		2,144			1,880			615			539
Current tax liabilities		636			637			182			183
Other payables and accrued expenses		4,069			5,282			1,167			1,515
Total current liabilities		31,240			28,062			8,959			8,048

Non-current liabilities
Deferred taxes		299			499			86			143
retirement benefit obligation		606			644			174			185
Total non-current liabilities		905			1,143			260			328

Shareholders' equity
Share capital		1,407			1,407			403			403
Additional paid in capital		119,757			119,281			34,344			34,207
Capital fund		247			247			71			71
Foreign currency translation reserve		774			786			222			225
remeasurement of the net liability in respect of defined benefit		(25	)		(63	)		(7	)		(18	)
Retained earnings		251,292			244,185			72,065			70,028
Equity attributable to owners of the Company		373,452			365,843			107,098			104,916

		405,597			395,048			116,317			113,292

(*) 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 1 4			2 0 1 3		2 0 1 4			2 0 1 3
	NIS					US dollars (*)
	(in thousands, except per share and share data)

Sales		94,969			90,585		27,235			25,978
Cost of sales		73,565			69,196		21,097			19,844
Gross profit		21,404			21,389		6,138			6,134

Operating costs and expenses:
Selling expenses		10,067			7,542		2,887			2,163
General and administrative expenses		5,056			4,668		1,450			1,339
Other Income		(147	)		-		(42	)		-
Total operating expenses		14,976			12,210		4,295			3,502

Operating income		6,428			9,179		1,843			2,632

Financial income		3,497			2,639		1,003			756
Financial expense		162			898		46			257
Total financial income		3,335			1,741		957			499

Income before taxes on income		9,763			10,920		2,800			3,131
Taxes on income		2,656			2,670		762			765
Net income		7,107			8,250		2,038			2,366

Earnings per share:

Basic earnings per share		0.55			0.64		0.16			0.18

Diluted earnings per share		0.55			0.64		0.16			0.18

Shares used in computation of basic EPS		12,974,245			12,974,245		12,974,245			12,974,245

(*)	Convenience translation into U.S. dollars

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended						Three months ended
	March 31						March 31
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS						US dollars (*)
	(in thousands, except per share and share data)

Cash flows - operating activities:
Profit from continuing operations		7,107			8,250			2,038			2,366
Adjustments to reconcile net profit to net cash used in continuing operating activities (Appendix A)		(24,702	)		(14,963	)		(7,084	)		(4,291	)

Net cash from continuing operating activities		(17,595	)		(6,713	)		(5,046	)		(1,925	)

Cash flows - investing activities:
Acquisition of property plant and equipment		(1,829	)		(4,395	)		(525	)		(1,260	)
Additions to prepaid expensess, net		-			(445	)		-			(128	)
Proceeds from sale of property plant and Equipment		745			-			214			-
Proceeds from (used in) purchase of marketable securities, net		(32,164	)		23,544			(9,224	)		6752
Proceeds from Loan carried at fair value through profit or loss		65,400			-			18,755			-

Net cash from continuing investing activities		32,152			18,704			9,220			5,364

Cash flows - financing activities:
Short-term bank debt		2,626			(9,911	)		753			(2,842	)

Net cash from (used in) continuing financing activities		2,626			(9,911	)		753			(2,842	)

Increase in cash and cash equivalents		17,183			2,080			4,927			597

Cash and cash equivalents at the beginning of the financial year		36,197			57,563			10,381			16,508

Cash and cash equivalents of the end of the financial year		53,380			59,643			15,308			17,105

(*) Convenience Translation into U.S. Dollars.

G. WILLI-FOOD INTERNATIONAL LTD.

APPENDIX TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended						Three months ended
	March 31						March 31
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS						US dollars (*)
	(in thousands, except per share and share data)

Cash flows from operating activities:

A.Adjustments to reconcile net profit to net cash from operating activities

Increase in deferred income taxes		(200	)		(225	)		(57	)		(65	)
Unrealized Gain of loan carried at fair value through profit or loss		(100	)		-			(28	)		-
Unrealized gain on marketable securities		(3,008	)		(1,569	)		(863	)		(450	)
Depreciation and amortization		890			1,011			255			290
Capital gain on disposal of property plant and equipment		(188	)		-			(54	)		-
Stock based compensation reserve		476			5			137			1

Changes in assets and liabilities:
Increase in trade receivables and other receivables		(23,613	)		(9,565	)		(6,772	)		(2,743	)
Decrease in inventories		501			5,478			143			1,571
Increase (Decrease) in trade and other payables, and other current liabilities		540			(10,098	)		155			(2,895	)

		(24,702	)		(14,963	)		(7,084	)		(4,291	)

B.Significant non-cash transactions:

Supplemental cash flow information:
Income tax paid		2,447			2,172			702			623

(*) Convenience Translation into U.S. Dollars.

This information is intended to be reviewed in conjunction with the Company’s filings with the Securities and Exchange Commission.

Company Contact:

G. Willi Food International Ltd.

Raviv Segal, CFO

(+972) 8-932-1000

raviv@willi-food.co.il

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SOURCE: G. Willi-Food International Ltd.